UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 20142017
OR
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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-35538
The Carlyle Group L.P.
(Exact name of registrant as specified in its charter)
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| Delaware | | 45-2832612 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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1001 Pennsylvania Avenue, NW Washington, D.C. | | 20004-2505 |
| (Address of principal executive offices) | | (Zip Code) |
(202) 729-5626
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Name of each exchange on which registered |
Common unitsUnits representing limited partner interests | | The NASDAQ Global Select Market |
| 5.875% Series A Preferred Units | | The NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
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| Large accelerated filer | | ý | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
| | | | Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý
The aggregate market value of the common units of the Registrant held by non-affiliates as of June 30, 20142017 was $2,265,801,691.$1,788,459,848.
The number of the Registrant’s common units representing limited partner interests outstanding as of February 20, 20159, 2018 was 68,906,237.100,473,514.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
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| PART IV. | | |
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| ITEM 15. | | |
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect1934. These statements include, but are not limited to, statements related to our current views with respect to, amongexpectations regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, our distribution policy, and other things, our operations and financial performance.non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,“believes,” “expect,“expects,” “potential,” “continue,“continues,” “may,” “will,” “should,” “seek,“seeks,” “approximately,” “predict,“predicts,” “intend,“intends,” “plan,“plans,” “estimate,“estimates,” “anticipate”“anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and uncertainties.assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include,statements including, but are not limited to, those described under the section entitled “Risk Factors” in this report, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings.filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement,statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Prior to the reorganization on May 2, 2012 in connection with our initial public offering, our business was owned by four holding entities: TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P. and TC Group Cayman Investment Holdings, L.P. We refer to these four holding entities collectively as the “Parent Entities.” The Parent Entities were under the common ownership and control of our senior Carlyle professionals and two strategic investors that owned minority interests in our business — entities affiliated with Mubadala Development Company, an Abu-Dhabi based strategic development and investment company (“Mubadala”), and California Public Employees’ Retirement System (“CalPERS”). Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our” refer (1) prior to the consummation of our reorganization into a holding partnership structure to Carlyle Group, which was comprised of the Parent Entities and their consolidated subsidiaries and (2) after our reorganization into a holding partnership structure, to The Carlyle Group L.P. and its consolidated subsidiaries. In addition, certain individuals engaged in our businesses own interests in the general partners of our existing carry funds. Certain of these individuals contributed a portion of these interests to us as part of the reorganization. We refer to these individuals, together with the owners of the Parent Entities prior to the reorganization and our initial public offering, collectively as our “pre-IPO owners.”
When we refer to the “partners of The Carlyle Group L.P.,” we are referring specifically to the common unitholders and our general partner and any others who may from time to time be partners of that specific Delaware limited partnership. When we refer to our “senior Carlyle professionals,” we are referring to the partner-level personnel of our firm. Senior Carlyle professionals, together with CalPERS and Mubadala, were the owners of our Parent Entities prior to the reorganization. References in this report to the ownership of the senior Carlyle professionals include the ownership of personal planning vehicles of these individuals. When we refer to the “Carlyle Holdings partnerships” or “Carlyle Holdings”, we are referring to Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings III L.P.
“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle. Our “carry
“Carry funds” refergenerally refers to (i) thoseclosed-end investment funds that we advise, includingvehicles, in which commitments are drawn down over a specified investment period, and in which the buyout funds, growth capital funds, real estate funds, infrastructure funds, certain energy funds and distressed debt and mezzanine funds (but excluding our structured credit funds, hedge funds, business development companies, mutual funds, and fund of funds vehicles), where we receivegeneral partner receives a special residual allocation of income from limited partners, which we refer to as a carried interest, in the event that specified investment returns are achieved by the fund. Disclosures referring to carry funds will also include the impact of certain commitments which do not earn carried interest, but are either part of, or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle, may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our four business segments:
Corporate Private Equity (all): buyout & growth funds advised by Carlyle
Real Assets: Real estate, power, infrastructure and (ii)energy funds advised by Carlyle, as well as those investmentenergy funds advised by NGP fromCapital Management in which we areCarlyle is entitled to receive a share of carried interest. The “NGP management fee funds” refer tointerest
Global Credit (formerly known as Global Market Strategies): Distressed credit, energy credit, opportunistic credit and corporate mezzanine funds, and other closed-end credit funds advised by Carlyle
Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. (“AlpInvest”) and Metropolitan Real Estate Equity Management, LLC (“Metropolitan), which include primary fund, secondary and co-investment strategies
Carry funds specifically exclude those funds advised by NGP Energy Capital Management (together with its affiliatesin which Carlyle is not entitled to receive a share of carried interest (or “NGP management fee funds”), collateralized loan obligation vehicles (“CLOs”), business development companies, and subsidiaries, “NGP”) from which we only receive an allocation of income based on the funds' management fees. Our “fund of funds vehicles” refers to those funds, accounts and vehicles advised by AlpInvest Partners B.V. (“AlpInvest”), Metropolitan Real Estate Equity Management, LLC (“Metropolitan”), and Diversified Global Asset Management (“DGAM”). our former hedge fund platform.
For an explanation of the fund acronyms used throughout this Annual Report, refer to “Business—Our“Item 1. Business-Our Family of Funds.”
“Fee-earning assets under management” or “Fee-earning AUM” referrefers to the assets we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally equalsbased on one of the sum of:
following, once fees have been activated:
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| (a) | the amount of limited partner capital commitments, generally for substantially allcarry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period and for Metropolitan carry funds during the weighted-average investment period of the underlying funds; |
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| (b) | the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment vehicles where the investment period has not expired and for Metropolitan fund of funds vehicles during the weighted-average investment period of the underlying funds, the amount of limited partner capital commitments, for AlpInvest fund of funds vehicles, the amount of external investor capital commitments during the commitment fee period, and for the NGP management fee funds and certain carry funds advised by NGP, the amount of investor capital commitments before the first investment realization; |
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(b) | for substantially all carry funds and certain co-investment vehicles where theoriginal investment period has expired, and for Metropolitan fund ofcarry funds vehicles after the expiration of the weighted-average investment period of the underlying funds, the remaining amountand one of limited partner invested capital, and for the NGP management fee funds and certain carry funds advised by NGP where the first investment has been realized, the amount of partner commitments less realized and written-off investments;our business development companies; |
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| (c) | the amount of aggregate fee-earning collateral balance at par of our collateralized loan obligations (“CLOs”),CLOs, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date for each CLO, and the aggregate principal amount of the notes of our other structured products;CLO; |
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| (d) | the net asset value of our mutual fund and the external investor portion of the net asset value (pre-redemptions and subscriptions) of our long/short credit funds, emerging markets, multi-product macroeconomic,hedge fund and fund of hedge funds vehicles (pre redemptions and other hedgesubscriptions), as well as certain carry funds; |
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| (e) | the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds; andor |
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| (f) | the lower of cost or fair value of invested capital, generally for AlpInvest fund ofcarry funds vehicles where the commitment fee period has expired and certain carry funds where the investment period has expired, the lower of cost or fair value of invested capital.expired. |
“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM equals the sum of the following:
(a) the aggregate fair value of the capital invested in our carry funds and related co-investment vehicles, fund of funds vehicles and the NGP management fee funds and separately managed accounts, plus the capital that we areCarlyle is entitled to call from investors in those funds and vehicles (including ourCarlyle commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital commitments to those funds and vehicles;
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| (b) | the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our CLOs and other structured products (inclusive of all positions); and |
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| (c) | the net asset value (pre-redemptions and subscriptions) of our long/short credit, emerging markets, multi-product macroeconomic, fund of hedge funds vehicles, mutual fund and other hedge funds; and |
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| (d) | the gross assets (including assets acquired with leverage) of our business development companies.companies, plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those vehicles. |
We include in our calculation of AUM and Fee-earning AUM certain energy and renewable resources funds that we jointly advise with Riverstone Holdings L.L.C. (“Riverstone”) and certain NGP management fee funds and carry funds that are advised by NGP. Although we include all capital commitments to the NGP Natural Resources XI, L.P. fund (“NGP XI”) in our assets under management calculation, for certain limited partners we will only include invested capital for NGP XI in our Fee-earning AUM calculation until early 2016 when we will be entitled to charge management fees based on commitments less realized and written-off investments.
For most of our carry funds, co-investment vehicles, fund of funds vehicles, and NGP management fee funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.
Our calculations of AUM and Fee-earning AUM may differ from the calculations of other alternative asset managers. As a result, these measures may not be comparable to similar measures presented by other alternative asset managers. In addition, our calculation of AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management or performance fees. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
With respect to certain of the hedge funds and vehicles that we advise, we are entitled to incentive fees that are paid annually, semi-annually or quarterly if the net asset value of an investor’s account has increased. A fund or vehicle's "high-water mark"“Vermillion” refers to the highest period end net asset value of an investor’s account onour commodities advisor and business advised by Carlyle Commodity Management L.L.C., which incentive fees were previously paid.was formerly known as Vermillion Asset Management until August 2015.
PART I.
ITEM 1. BUSINESS
Overview
We are one of the world’s largest and most diversified multi-product global alternative asset management firms. We advise an array of specialized investment funds and other investment vehicles that invest across a range of industries, geographies, asset classes and investment strategies and seek to deliver attractive returns for our fund investors. Since our firm was founded in Washington, D.C. in 1987, we have grown to become a leading global alternative asset manager with more than $194$195 billion in AUM across 128 funds and 142 fund of funds317 investment vehicles as of December 31, 2014.2017. We have more than 1,6501,600 employees, including more than 700654 investment professionals in 4031 offices across six continents, and we serve more than 1,6501,750 active carry fund investors from 7883 countries. Across our Corporate Private Equity (“CPE”) and Real Assets segments, as of December 31, 2017, we havehad investments in more than 200279 active portfolio companies that employ more than 675,000650,000 people. In general, we have more investment professionals, offices, investment funds and investments across our platform than many of our peers. We have structured our firm in this manner to provide our fund investors with a more diverse product set tailored to individual investing decisions, and a broader global reach, but such structure increases our costs of doing business.
The growth and development ofFor the past thirty years, our firm has been guided by several fundamental tenets:
Excellence in Investing. Our primary goal is to invest wisely and create value for our fund investors. We strive to generate superior investment returns by combining deep industry expertise, a global network of local investment teams who can leverage extensive firm-wide resources and a consistent and disciplined investment process.
Commitment to our Fund Investors. Our fund investors come first. This commitment is a core component of our firm culture and informs every aspect of our business. We believe this philosophy is in the long-term best interests of Carlyle and its owners, including our common unitholders.
Investment in the Firm. We have invested, and intend to continue to invest, significant resources in hiring and retaining a deep talent pool of investment professionals and in building the infrastructure of the firm, including our expansive local office network and our comprehensive investor services team, which provides finance, legal and compliance and tax services in addition to other services.
Expansion of our Platform. We innovate continuously to expand our investment capabilities through the creation or acquisition of new asset-, sector- and regional-focused strategies in order to provide our fund investors a variety of investment options.
Investment in the Firm. We have invested, and intend to continue to invest, significant resources in hiring and retaining a deep talent pool of investment professionals and in creating an efficient global infrastructure to ensure that we are providing our investors with world-class investment expertise and the customized service they require.
Unified Culture. We seek to leverage the local market insights and operational capabilities that we have developed across our global platform through a unified culture we call “One Carlyle.” Our culture emphasizes collaboration and sharing of knowledge and expertise across the firm to create value. We believe our collaborative approach enhances our ability to analyze investments, deploy capital and improve the performance of our portfolio companies.
There are four primary driversDuring 2017, we continued to work in furtherance of our business — fundraising or attracting new capital commitments to our funds; investing; workingfundamental tenets by focusing on investing wisely and driving asset appreciation to create value for our investors, or to achieve appreciationmaking significant progress toward our goal of raising $100 billion in new capital commitments during our various investments;four-year fundraising plan that will end in 2019 and harvesting, selling or otherwise disposing of our carry fund investments. building a premier global credit platform.
Operational and strategic highlights for 2014 include the following:our firm for 2017 include:
During 2014,2017, we raised more than $24approximately $43 billion in new commitments across our platform;platform, bringing the total gross commitments raised since 2016 to $57 billion.
During 2017, we made equity investments through our carry funds of approximately $10$22 billion, in more than 200 newa record level, and follow-on investments;we realized proceeds of nearly $20 billion through 45 funds; and increasedapproximately $26 billion.
During 2017, the value of our carry fund portfolio increased by approximately 15%20%.
In October 2017, we appointed Kewsong Lee and Glenn Youngkin as Co-Chief Executive Officers of the firm, effective January 1, 2018. Carlyle’s three founders, William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, will continue to remain actively involved in our business. Messrs. Conway and Rubenstein are now serving as Co-Executive Chairmen of the Board of Directors of our general partner and Mr. Conway is also serving as our Co-Chief Investment Officer. Mr. D’Aniello is serving as Chairman Emeritus of the Board of Directors of our general partner and all three of our founders continue to serve as members of our Executive Group. Peter Clare was also named as Co-Chief Investment Officer and is serving in such role alongside Mr. Conway. Mr. Clare also continues to serve as Co-head of our U.S. buyout team. Messrs. Clare, Lee and Youngkin also have joined the Board of Directors of our general partner and all three serve on our Executive Group.
On September 13, 2017, we issued 16 million 5.875% Series A Preferred Units at $25.00 a unit for total gross proceeds of $400 million that we will use for general corporate purposes.
We further aligned our interests with those of our fund investors as Carlyle, our senior Carlyle professionals, advisors and other professionals increased commitments to our investment funds by over $2.2 billion during the year for a total cumulative commitment of $11.9 billion as of December 31, 2017.
Each of our segments continued to leverage the One Carlyle platform to take advantage of economies of scale and offerwe continue to work across the firm to develop different products for our investors differentiated products. Specifically:fund investors.
Operational and strategic highlights for our four business segments for 2017 include:
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| ◦ | InCPE has many of its large buyout funds currently in the market, including our latest generation U.S. Buyout fund, European buyout fund and Asia buyout fund. During 2017, we raised $21 billion in new capital commitments for our CPE segment:funds. |
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▪◦ | We closed our fourth Asia buyout fundDespite a challenging environment for investing due to high asset prices and our second financial services fund. We launched fundraisingsignificant competition, CPE invested a record $11 billion in 2017 in, among others, ADB Safegate (a CEP IV portfolio company), Albany Molecular (a CP VI portfolio company), Arctic Glacier (a CGP portfolio company), Atotech (a CP VI, CEP IV and CAP IV portfolio company), Golden Goose Deluxe Brand (a CEP IV and CAGP V portfolio company), MedRisk (a CP VI portfolio company), Pharmaceutical Product Development (a CP VI portfolio company), The TCW Group, (a CGP portfolio company), WellDyneRx (a CP VI portfolio company), Wildhorse Resource Development Corporation (a CP VI and NGP portfolio company) and ZeroChaos (a CP VI portfolio company). |
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| ◦ | CPE realized proceeds of $11.2 billion for our second U.S mid-marketCPE carry fund investors in 2017. We sold stakes or otherwise generated proceeds in, among others, Coates Hire Limited (a CAP II portfolio company), Dealogic (a CP VI portfolio company), ECi Software Solutions (a CEOF I portfolio company), Edgewood Partners Holdings (a CGFSP I and continued to see increased investor demand for our latest generation Europe buyoutCGFSP II portfolio company), Focus Media (a CAP III portfolio company), Multi Packaging Solutions (a CEP III portfolio company), The Nature's Bounty Co. (a CP V and technology funds. In total, we closed on nearly $8 billion in commitments in our CPE segment. We are also working closely with each other business segmentCEP III portfolio company), Pharmaceutical Product Development (a CP V portfolio company), The TCW Group (a CP V and with several investors to develop longer duration investment funds or managed accounts.CGFSP I portfolio company) and Tsubaki Nakashima Co. (a CJP II portfolio company). |
We invested in, among others, Acosta Inc. (through CP VI), ADT Caps (through CP VI and CAP IV), Custom Sensors & Technologies (through CEP IV), Diamond Bank (through CSSAF), Expereo (through CETP III), Real AssetsGanji.com (through CAP IV) and Ortho-Clinical Diagnostics (through CP VI).:
We sold our stake in, among others, ADA Cosmetics, a CETP II portfolio company, Beats Electronics L.L.C., a CP V portfolio company, Chimney Co. Ltd., a CJP II portfolio company, Sermeta, a CEP III portfolio company and Viator, a CVP II portfolio company, and a portion of our stake in RAC Limited, a CEP III portfolio company. We also undertook several successful initial public offerings including Applus Servicios Tecnológicos, S.L.U., a CEP II and CEP III portfolio company, Axalta Coating Systems, a CP V and CEP III portfolio company, Healthscope Limited, a CP V and CAP III portfolio company and Numericable, another CEP II and CEP III portfolio company. In total, we realized proceeds of more than $14 billion for our CPE carry fund investors.
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| ◦ | Our strategic partner, NGP Energy Capital Management ("NGP"), launched fundraising for its twelfth fund and we continued fundraising for our open-ended core-plus real estate fund, our new global infrastructure opportunities fund and our eighth opportunistic U.S. real estate fund. In total, we closed on approximately $10.2 billion in new commitments to our Global Market Strategies (“GMS”) segment:Real Assets segment during 2017. |
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▪◦ | We expanded the scope ofDuring 2017, we invested $4.4 billion in our operations through the development of an Asia structured credit platform. ThroughReal Assets segment. Of this new platform,amount, we will seekinvested approximately $2 billion to make debt investments in performing, stressed, and distressed tranches of Asian structured financings backed by corporate and consumer loan receivables. We launched fundraising for our second generation energy mezzanine fund and first sector-focused commodities fund, launched our first mutual fund product and launched our quantitative market strategies platform that manages retail and institutional products. We closed five new collateralized loan obligations (“CLOs")acquire or develop real estate properties, primarily in the U.S. across multiple sectors, including multifamily, commercial, senior living and closed three new CLOs in Europe in 2014 with nearly $5 billion of AUM at December 31, 2014. In total, we raisedfor-sale residential properties. Our international energy team was particularly active during the year investing approximately $7 billion for our GMS funds.$700 |
In addition to several transactions through our strategic debt carry fund, we4
million. We also invested in Treyoil and gas transactions and power generating facilities in the United States. In total, our natural resources platform invested $2.3 billion in 2017. We or NGP made investments in, among others, Assala Energy (a CIEP I portfolio company), Camino Natural Resources (through CEMOF)(an NGP XI and Service King (through CSP IIINGP XII portfolio company), Castell Oil Company (an NGP XI portfolio company), COG Energy (a CIEP I portfolio company), Lincoln Power, LLC (a CPP II portfolio company), NGP Vantage Energy (a NGP XI portfolio company), Titus Oil and CEOF)Gas (an NGP XI portfolio company) and Mallard Exploration (a NGP XII portfolio company). Our European real estate team was also active in 2017 and focused on investments through four platforms: a co-working platform in London, a residential platform in Berlin, a French logistics platform and an Italian logistics platform.
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| ◦ | InWe realized proceeds of approximately $4.6 billion for our Real Assets segment:carry fund investors in 2017 and exited (fully or partially) a number of assets, including, among others, 71 Smith Street (a CRP IV portfolio company), ITS Technologies and Logistics (a CIP portfolio company), Pattern Energy Group (a Renew II portfolio company), Red Oak Power Holdings (a CIP and CPP portfolio company), Riverside (a CRP VI portfolio company), Talen Energy Corporation (an Energy III and Renew II portfolio company), Terraform Power (a Renew II portfolio company) and Varo Energy (a CIEP I portfolio company). |
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▪◦ | NGP XI had a final close at its cap in January 2015 and fundraising for our seventh U.S. real estate fund andOur international energy fund continues toteam formed Regalwood Global Energy, a special purpose acquisition company (SPAC) that will be strong.investing in oil and gas assets. In total, weDecember 2017, the SPAC closed on over $9 billion in commitments to our Real Assets segment.its initial public offering of 30 million units at $10 per unit and is actively seeking investments. |
We invested nearly $1.1 billion to acquire or develop real estate properties, primarily in the U.S. across multiple sectors including multi-family and for-sale residential properties in the U.S. and continued deploying capital into warehouses in China. We invested in power generating facilities in the southeast United States and invested in a dry and liquid bulk storage operator based in the Netherlands.Global Credit (formerly known as Global Market Strategies):
We exited a number of investments, including two premiere New York properties, 570 Seventh Avenue, an office building, and 170 Broadway, a retail and hotel building, and an office complex in London. In total, we realized proceeds of approximately $4.7 billion for our Real Assets carry fund investors.
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| ◦ | We closed our fourth-generation distressed credit fund at $2.5 billion, closed our structured credit fund at more than $800 million, and raised approximately $750 million for our inaugural credit opportunities fund. We also continued fundraising for our direct lending platform across multiple vehicles, including two business development companies (BDCs). We closed four new collateralized loan obligations (“CLOs”) in the U.S. and three new CLOs in Europe in 2017, with $20.2 billion of AUM across all of our CLOs at December 31, 2017. In total, we raised more than $6.6 billion in new capital commitments for our Investment Solutions (formerly, Solutions) segment:Global Credit funds during 2017. |
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▪◦ | TCG BDC Inc., the largest vehicle in our direct lending platform, was successfully listed on the NASDAQ Global Select Market in June 2017, in what was the largest initial public offering ever in its sector. |
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| ◦ | During 2017, we deployed $4.4 billion in investments across our platform. We finalized our fundraising for our sixth AlpInvest secondaries program and our seventh AlpInvest co-investment program and successfully raised over $9 billion for these two strategies including amounts reserved for managed accounts. We also began to deploy capital out of both of these strategies during the year. |
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| ◦ | We completed the acquisition of Diversified Global Asset Management Corporation (“DGAM”) to add capabilities in the liquid products and hedge fund space and subsequently launched two direct trading liquid alternatives products. We launched and had initial closings on asigned 11 new managed accounts, finished investing our first real estate secondaries fund and launched our second Metropolitan Real Estate secondaries fund. We also launched a new platform through AlpInvest focused on secondaries and coinvestments. Within AlpInvest, we received approximately $1.7investments in general partners. This platform seeks to invest directly in middle market general partners globally. |
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| ◦ | Our exit activity in our Investment Solutions segment was robust this year, realizing proceeds of $9.6 billion of new mandates, of which we activated approximately $1.1 billion in 2014, and activated approximately $2.3 billion of mandates previously secured for the year to pursue secondaries, coinvestment and fund investments, and established a dedicated team as part of our existing secondaries team to focus on opportunities within the energy and infrastructureInvestment Solutions investors. |
secondaries space. In total, we closed on $0.5 billion in commitments to our Investment Solutions segment.
We continued to bolster our senior management team by hiring a new Co-President and Co-Chief Operating Officer, promoting our prior Chief Operating Officer to Co-President and Co-Chief Operating Officer and promoting our prior Chief Accounting Officer to Chief Financial Officer to replace our departing Chief Financial Officer.
We took advantage of the favorable market environment to access the public markets. We issued an additional $200 million aggregate principal amount of 5.625% Senior Notes due 2043.
We continued to strengthen our strategic relationship with NGP. In May 2014, we exercised our option to acquire additional interests in the general partners of all future carry funds advised by NGP, which entitles us to an additional equity allocation equal to 40% of the carried interest received by such fund general partners, which when added to the allocation of income of 7.5% of carried interest received by such fund general partners which we acquired in 2012, entitles us to a total equity allocation of 47.5% of the carried interest received by such fund general partners. Additionally, in July 2014, we exercised our option to acquire interests in the general partner of NGP X, which entitles us to an allocation of income equal to 40% of the carried interest received by the fund’s general partner. As part of that transaction, we also acquired certain general partner investments in the NGP X fund. In early January 2015, following the termination of the investment period of NGP X, we acquired an additional 7.5% interest in NGP Management Company L.L.C., that together with our existing interest, entitles us to allocations of income equal to 55% of the management fee related revenues of the NGP entities that serve as the advisors to certain private equity funds.
We further aligned our interests with those of our fund investors in 2014 with Carlyle, our senior Carlyle professionals, operating executives, other professionals and advisors increasing their commitments to our investment funds by over $0.9 billion to a total cumulative commitment of more than $8 billion.
Business Segments
We operate our business across four segments: (1) Corporate Private Equity,CPE, (2) Global Market Strategies, (3) Real Assets, (3) Global Credit and (4) Investment Solutions. Information about our segments should be read together with “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Although we primarily transact businessour corporate headquarters is based in the United States and a significant amount of our revenues are generated domestically, we have established investment vehicles whose primary focus is making investments in specified
geographical locations. Refer to “Information by Geographic Location” in Note 1816 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on consolidated revenues and assets based on the geographical focus of the associated investment vehicle.
Corporate Private Equity
Our Corporate Private EquityCPE segment, established in 1990 with our first U.S. buyout fund, advises our buyout and growth capital funds whichthat pursue a wide variety of corporate investments of different sizes and growth potentials. Our 3133 active CPE funds are each carry funds. They are organized and operated by geography or industry and are advised by separate teams of local professionals who live and work in the markets where they invest. In our CPE segment we also have 5457 active external co-investment entities. We believe this diversity of funds and entities allows us to deploy more targeted and specialized investment expertise and strategies and offers our fund investors the ability to tailor their investment choices.
Our CPE teams have two primary areas of focus:
Buyout Funds. Our buyout teams advise a diverse group of 2223 active funds that invest in transactions that focus either on a particular geography (e.g., United States, Europe, Asia, Japan, MENA, Sub-Saharan Africa or South America) or a particular industry. We continually seekindustry, (e.g., financial services). In general, we expect the next generation of our large buyout funds to expand and diversify our buyout portfolio into new areas wherebe meaningfully larger than their predecessor funds. In 2017, we see opportunity for future growth. In 2014, we continued fundraisingheld first closings for our fourth Europeanseventh U.S. buyout fund, our fifth Asia buyout fund and our third generation Japan buyout fund and had a final closing on our Sub-Saharan Africaglobal financial services fund. We invested $6.1$10.3 billion in new and follow-on investments through our buyout funds. As of December 31, 2014,2017, our buyout funds had, in the aggregate, approximately $60$66.5 billion in AUM.
Growth Capital Funds. Our nine10 active growth capital funds are advised by four regionally focusedregionally-focused teams in the United States, Europe and Asia, with each team generally focused on middle-market and growth companies consistent with specific regional investment considerations. The investment mandate for our growth capital funds is to seek out companies with the potential for growth, strategic redirection and operational improvements. These funds typically do not invest in early stage or venture-type investments. In 2014, we launched fundraising efforts forWe invested $0.8 billion in new and follow-on investments through our second U.S. equity opportunities fund and closed our Ireland fund.growth capital funds. As of December 31, 2014,2017, our growth capital funds had, in the aggregate, approximately $5$6.0 billion in AUM.
From inception through December 31, 2014,2017, our CPE segment has invested approximately $62$87 billion in 497601 investments. Of that total, we have invested 61%59% in 242293 investments in North and South America, 20%23% in 113144 investments in Europe, the Middle East and Africa and 19%18% in 142164 investments in the Asia-Pacific region. We have fully realized 330423 of these investments, meaning that our funds have completely exited, and no longer own an interest in, those investments.
The following table presents certain data about our CPE segment as of December 31, 20142017 (dollar amounts in billions; compound annual growth rate is presented since December 31, 2004; amounts invested include co-investments).
| | | AUM | | % of Total AUM | | AUM CAGR | | Fee-earning AUM | | Active Investments | | Active Funds | | Available Capital | | Investment Professionals | | Amount Invested Since Inception | | Investments Since Inception | | % of Total AUM | | Fee-earning AUM | | Active Investments | | Active Funds | | Available Capital | | Investment Professionals | | Amount Invested Since Inception | | Investments Since Inception |
| $65 | | 33% | | 14% | | $40 | | 167 | | 31 | | $24 | | 262 | | $62 | | 497 | |
| $73 | | | 37% | | $36 | | 178 | | 33 | | $30 | | 308 | | $87 | | 601 |
Real Assets
Our Real Assets segment, established in 1997 with our first U.S. real estate fund, advises our 29 active carry funds focused on real estate, infrastructure and energy and natural resources (including power) and also includes the five NGP management fee funds and four carry funds that are advised by NGP. This segment pursues investment opportunities across a diverse array of tangible assets, such as office buildings, hotels, retail and residential properties, industrial properties and senior living facilities, as well as oil and gas exploration and production, midstream, refining and marketing, power generation, pipelines, wind farms, refineries, airports, toll roads, transportation, water utility and agriculture, as well as the companies providing services or otherwise related to them.
Our Real Assets teams have two primary areas of focus:
Real Estate. Our eleven active real estate funds pursue real estate investment opportunities in Asia, Europe and the United States and generally focus on acquiring single-property assets rather than large-cap companies with real estate portfolios. Our team of 115 real estate investment professionals has made more than 850 investments in 397 cities/metropolitan statistical areas around the world as of December 31, 2017, including office buildings, hotels, retail and residential properties, industrial properties, warehouse and logistic assets and senior living facilities. In 2017, we held a first close on our eighth opportunistic U.S. real estate fund and closed a series of coinvestment transactions in our European real estate business. As of December 31, 2017, our real estate funds had, in the aggregate, approximately $18.3 billion in AUM.
Energy and Natural Resources. Our energy and natural resources activities focus on buyouts, growth capital investments and strategic joint ventures in the midstream, upstream, energy and oilfield services sectors, the renewable and alternative sectors and the power and infrastructure industries around the world. Historically, we conducted our energy investing activities jointly with Riverstone, co-advising four funds with approximately $5.2 billion in AUM as of December 31, 2017 (we refer to these energy funds as our “Legacy Energy funds”). Currently, we conduct our North American energy investing through our partnership with NGP, an Irving, Texas-based energy investor. NGP advises nine funds with more than $13.0 billion in AUM as of December 31, 2017. Through our strategic partnership with NGP, we are entitled to 55% of the management fee-related revenue of the NGP entities that serve as advisors to the NGP management fee funds, and an allocation of income related to the carried interest received by such fund general partners. Our power team focuses on investment opportunities in the North American power generation sector. As of December 31, 2017, the power team managed approximately $2.0 billion in AUM through two funds. Our international energy investment team focuses on investments across the energy value chain outside of North America. As of December 31, 2017, the international energy team managed approximately $3.6 billion in AUM through one fund. In 2017, we held our first closing for our global infrastructure fund focused on infrastructure assets, business and investments in global developed markets. As of December 31, 2017, the global infrastructure team managed more than $0.8 billion in AUM through two funds. We have also invested previously in North American infrastructure companies and assets.
Our Real Assets carry funds, including Carlyle-advised co-investment vehicles, have, from inception through December 31, 2017, invested on a global basis more than $49 billion in 1,039 investments, including nearly 200 portfolio companies. Of that total, we have invested 79% in 869 investments in North and South America, 16% in 120 investments in Europe, the Middle East and Africa and 5% in 50 investments in the Asia-Pacific region. We have fully realized 636 of these investments, meaning that our funds have completely exited, and no longer own an interest in, those investments.
The following table presents certain data about our Real Assets segment as of December 31, 2017 (dollar amounts in billions; amounts invested include co-investments).
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| AUM | | % of Total AUM | | Fee-earning AUM | | Active Investments (2) | | Active Funds (3) | | Available Capital | | Investment Professionals (1) | | Amount Invested Since Inception(2) | | Investments Since Inception(2) |
| $43 | | 22% | | $32 | | 403 | | 29 | | $17 | | 144 | | $49 | | 1,039 |
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| (1) | Excludes NGP and Riverstone employees. |
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| (2) | Excludes investment activity of the NGP management fee funds. |
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| (3) | Includes the five NGP management fee funds and four carry funds advised by NGP. |
Global Market StrategiesCredit
Our Global Market StrategiesCredit segment, established in 1999 with our first high yield fund, advises a group of 6958 active funds that pursue investment strategies including long/short credit, long/short emerging markets equities, macroeconomic strategies, commodities trading, and structured transactions, quantitative market strategies, leveraged loans and& structured credit, direct lending, opportunistic credit, energy mezzanine opportunities, middle market lendingcredit and distressed debt.credit. In 2014, the GMS segment continued2017, we hired several new senior investment professionals to expand Global Credit's investment breadth and grew its AUM from $35 billion at December 31, 2013 to $37 billion at December 31, 2014. This increase was partially due to the closings on eightgeographical presence, including a new issue CLOs and the launcheshead of the Carlyle Quantitativeopportunistic credit strategy. In early 2018, we rebranded our Global Market Strategies (“CQMS”)business to "Global Credit" to better align the name of the business segment with its investment focus. We plan to pursue new initiatives from our Global Credit platform that manages retail and institutional products,will continue to expand our first sector-focused commodities fund, our first securitized commodity structured transactions vehicle and our first fund dedicated to Asian structuredcapabilities in credit.
Primary areas of focus for our GMS teamsGlobal Credit platform include:
Loans and Structured Credit Funds.Credit. Our structured credit funds invest primarily in performing senior secured bank loans through structured vehicles and other investment vehicles. In 2014,2017, we closed fivefour new U.S. CLOs and three CLOs in Europe with a total of $3.2$2.4 billion and $1.5 billion, respectively, of AUM at December 31, 2014.2017. As of December 31, 2014,2017, our loans and structured credit team advised 4746 structured credit funds and two carry funds in the United States, Europe and Asia totaling, in the aggregate, approximately $17$21.6 billion in AUM.
Direct Lending. Our direct lending business includes our business development companies (“BDCs”) that invest primarily in middle market first-lien loans (which include unitranche, "first out" and "last out" loans) and second-lien loans of middle-market companies, typically defined as companies with annual EBITDA ranging from $10 million to $100 million, that lack access to the broadly syndicated loan and bond markets. As of December 31, 2017, our direct lending investment team advised four funds consisting of two BDCs, a CLO and one corporate mezzanine fund, totaling, in the aggregate, more than $2.9 billion in AUM.
Opportunistic Credit. Our opportunistic credit team invests primarily in highly-structured and privately-negotiated capital solutions supporting corporate borrowers through secured loans, senior subordinated debt, mezzanine debt, convertible notes, and other debt like instruments, as well as preferred and common equity in such borrowers. The team will also look to invest in special situations (i.e., event-driven opportunities that exhibit hybrid credit and equity features) as well as market dislocations (i.e., primary and secondary market investments in liquid debt instruments that arise as a result of temporary market volatility). As of December 31, 2017, our opportunistic credit team advised one fund totaling, in the aggregate, approximately $0.8 billion in AUM.
Energy Credit. Our Energy credit team invests primarily in privately-negotiated mezzanine debt investments in North American energy and power projects and companies. As of December 31, 2017, our energy credit team advised two funds with approximately $4.7 billion in AUM.
Distressed and Corporate Opportunities.Credit. Our distressed and corporate opportunitiescredit funds generally invest in liquid and illiquid securities and obligations, including secured debt, senior and subordinated unsecured debt, convertible debt obligations, preferred stock and public and private equity of financially distressed companies in defensive and asset-rich industries. In certain investments, our funds may seek to restructure pre-reorganization debt claims into controlling positions in the equity of the reorganized companies. As of December 31, 2014,2017, our distressed and corporate opportunitiescredit team advised twothree funds totaling, in the aggregate, over $1more than $3.4 billion in AUM.
Middle Market Finance. Our middle market finance business comprises our business development companies (“BDCs”), a CLO consisting of middle market senior, first lien loans, and our corporate mezzanine funds, which invest in the first-lien, second-lien and mezzanine loans of middle-market companies, typically defined as companies with annual EBITDA ranging from $10 million to $100 million that lack access to the broadly syndicated loan and bond markets. As of December 31, 2014, our middle market investment team advised five funds totaling, in the aggregate, approximately $2 billion in AUM.
Energy Mezzanine Opportunities. Our energy mezzanine opportunities team invests primarily in privately negotiated mezzanine debt investments in North American energy and power projects and companies. As of December 31, 2014, our energy mezzanine opportunities team advised one fund with approximately $2 billion in AUM.
Long/Short Credit. Claren Road Asset Management LLC (“Claren Road”) advises two long/short credit hedge funds focusing on the global high grade and high yield markets totaling, in the aggregate, over $7 billion in AUM as of December 31, 2014. Claren Road seeks to profit from market mispricing of long and/or short positions in corporate bonds and loans, and their derivatives, across investment grade, below investment grade (high yield) or distressed companies.
Emerging Market Equity and Macroeconomic Strategies. Emerging Sovereign Group LLC (“ESG”) advises six emerging markets equities and macroeconomic hedge funds with over $5 billion in the aggregate of AUM as of December 31, 2014. ESG’s emerging markets equities funds invest in publicly traded equities across a range of developing countries. ESG’s macroeconomic funds pursue investment strategies in developed and developing countries, and opportunities resulting from changes in the global economic environment.
Commodities. Vermillion Asset Management, a New York-based commodities investment manager (“Vermillion”) advises five hedge funds and one structured product fund totaling, in the aggregate, over $1 billion of AUM as of December 31, 2014. Vermillion’s investment strategies include relative value, enhanced index and long-biased physical commodities, commodity sector-focused funds, and structured transactions. Vermillion seeks to produce positive, uncorrelated returns, through a liquid, relative-value, low volatility approach to trading both physical commodities and their derivatives and structuring transactions in physical commodities.
Quantitative Market Strategies. CQMS currently manages one hedge fund and one mutual fund , all of which are focused on a balanced risk approach to asset allocation. CQMS seeks to generate long-term capital appreciation with minimal drawdowns by dynamically rebalancing its asset allocation based on changes in volatility and correlation in the financial markets.
The following table presents certain data about our GMSGlobal Credit segment as of December 31, 20142017 (dollar amounts in billions; compound annual growth rate is presented since December 31, 2004)billions).
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| AUM | | % of Total AUM | | AUM CAGR | | Fee-earning AUM | | Active Funds | | Investment Professionals (1) |
| $37 | | 19% | | 28% | | $34 | | 69 | | 226 |
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(1) | Includes 83 middle-office and back office professionals. |
Real Assets
Our Real Assets segment, established in 1997 with our first U.S. real estate fund, advises our 28 active carry funds focused on real estate, infrastructure and energy and natural resources (including power) and also includes the seven NGP management fee funds and three carry funds that are advised by NGP. This segment pursues investment opportunities across a diverse array of tangible assets, such as office buildings, hotels, retail and residential properties, industrial properties and senior-living facilities, as well as oil and gas exploration and production, midstream, refining and marketing, power generation, pipelines, wind farms, refineries, airports, toll roads, transportation, water utility and agriculture, as well as the companies providing services or otherwise related to them.
Our Real Assets teams have two primary areas of focus: |
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| AUM | | % of Total AUM | | Fee-earning AUM | | Active Funds | | Investment Professionals |
| $33 | | 17% | | $27 | | 58 | | 109 |
Real Estate. Our nine active real estate funds pursue real estate investment opportunities in Asia, Europe and the United States and generally focus on acquiring single-property assets rather than large-cap companies with real estate portfolios. Our team of more than 107 real estate investment professionals has made over 600 investments in 284 cities/metropolitan statistical areas around the world as of December 31, 2014, including office buildings, hotels, retail and residential properties, industrial properties and senior living facilities. As of December 31, 2014, our real estate funds had, in the aggregate, approximately $13 billion in AUM.
Energy and Natural Resources. Our energy and natural resources activities focus on buyouts, growth capital investments and strategic joint ventures in the midstream, upstream, power and oilfield services sectors, the renewable and alternative sectors and the energy and power industries around the world. Historically, we conducted our energy activities jointly with Riverstone, advising five funds with approximately $10 billion in AUM as of December 31, 2014 (we refer to these energy funds as our “Legacy Energy funds”). Currently, we conduct our North American energy investing through our partnership with NGP Energy Capital Management, an Irving, Texas-based energy investor. NGP advises ten funds with approximately $15 billion in AUM as of December 31, 2014. Additionally we launched our second power fund to focus on investment opportunities in the North American power generation sector. As of December 31, 2014, the power team managed approximately $1 billion in AUM through two funds. Our international energy investment team focuses on investments in a full range of energy assets outside of North America. As of December 31, 2014, the international energy team managed over $2 billion in AUM through one fund. We also have an infrastructure team that focuses on investments in infrastructure companies and assets. As of December 31, 2014, we advised one infrastructure fund with over $1 billion in AUM.
Our Real Assets carry funds, including Carlyle-advised co-investment vehicles, have, from inception through December 31, 2014, invested on a global basis approximately $37 billion in 750 investments (including more than 60 portfolio companies). Of that total, we have invested 75% in 581 investments in North and South America, 19% in 114 investments in Europe, the Middle East and Africa and 6% in 55 investments in the Asia-Pacific region. We have fully realized 437 of these investments, meaning that our funds have completely exited, and no longer own an interest in, those investments.
The following table presents certain data about our Real Assets segment as of December 31, 2014 (dollar amounts in billions; compound annual growth rate is presented since December 31, 2004; amounts invested include co-investments).
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| AUM | | % of Total AUM | | AUM CAGR | | Fee-earning AUM | | Active Investments (2) | | Active Funds (3) | | Available Capital | | Investment Professionals (1) | | Amount Invested Since Inception(2) | | Investments Since Inception(2) |
| $42 | | 22% | | 28% | | $28 | | 313 | | 28 | | $16 | | 132 | | $37 | | 750 |
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(1) | Excludes NGP and Riverstone employees. |
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(2) | Excludes investment activity of the NGP management fee funds. |
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(3) | Includes the seven NGP management fee funds and three carry funds advised by NGP. |
Investment Solutions
Our Investment Solutions segment, (formerly referred to as our Solutions segment)established in 2011, provides comprehensive investment opportunities and resources for our investors and clients.clients to build private equity and real estate portfolios through fund of funds, secondary purchases of existing portfolios and managed co-investment programs. Investment Solutions expandedexecutes these activities through acquisitions in 2013 and 2014 to include Metropolitan and DGAM.
AlpInvest, one of the world’s largest investors in private equity, advises a global private equity fund of funds program and related co-investment and secondary activities with $46 billion of AUM in 101 fund of funds vehicles as of December 31, 2014. In 2014, our AlpInvest vehicles invested approximately €3.5 billion in fund investments, coinvestments and secondary investments.
Metropolitan, one of the largest managers of indirect investments in global real estate, manages 26 fundestate.
The primary areas of funds vehicles with $2 billion in AUM as of December 31, 2014. Metropolitan’s principal strategic focus is on value add/opportunistic real estate investments through 90 highly focused, specialist real estate managers across the globe as of December 31, 2014.
DGAM, a global manager of hedge funds based in Toronto, Canada, has over $2 billion in managed assets as of December 31, 2014. DGAM’s historical investor base has been institutional and includes some of the world’s largest and most sophisticated public and private pension funds, endowments and sovereign wealth funds.
Each of these businesses independently seeks to provide best-in-class investment capabilities. We believe that the combination of AlpInvest, Metropolitan and DGAM, on the foundation of our global platform, represents a significant resource for our investors and clients. We will leverage these resources to deliver customized solutions to our investors to meet their individual investment goals.
The Investment Solutions platform comprises three core businesses:
AlpInvest invests primarily through Private Equity Fund Investments, Private Equity Co-Investments and Private Equity Secondary Investments vehicles.
teams include:
Private Equity Fund Investments. AlpInvestOur fund of funds vehicles advised by AlpInvest make investment commitments directly to buyout, growth capital, venture and other alternative asset funds advised by other general partners (“portfolio funds”). As of December 31, 2014,2017, AlpInvest advised 42 fund of funds67 vehicles totaling, in the aggregate, approximately $31$24.9 billion in AUM.
Private Equity Co-investments. AlpInvest invests alongside other private equity and mezzanine funds in which it typically has a primary fund investment throughout Europe, North America and Asia (for example,Asia. These investments are generally made when an investment opportunity is too large for a particular fund and the sponsor of the fund may seek
therefore seeks to raise additional “co-investment” capital from sources such as AlpInvest).AlpInvest. As of December 31, 2014, AlpInvest’s2017, our co-investment programs were conducted through 2949 vehicles totaling, in the aggregate, approximately $8$8.4 billion in AUM.
Private Equity Secondary Investments. Funds managed by AlpInvest also manages funds that acquire limited partnership interests in the secondary market transactions.market. Private equity investors who desire to sell or restructure their pre-existing investment commitments to a fund may negotiate to sell the fund interests to AlpInvest. In this manner, AlpInvest’s secondary investments team provides liquidity and restructuring alternatives for third-party private equity investors. In 2014, AlpInvest established a secondary team dedicated to finding opportunities in the energy and infrastructure space. As of December 31, 2014, AlpInvest’s2017, our secondary investments program was conducted through 30 fund of funds50 vehicles totaling, in the aggregate, approximately $8more than $11.2 billion in AUM.
Metropolitan fundReal Estate Funds of funds vehicles make investment commitments directly toFunds and Co-Secondary Investments. The principal strategic focus in our real estate focused portfolio funds. Since inception in 2003funds is on value add/opportunistic real estate investments through December 31, 2014, Metropolitan has invested withdirect commitments to 90 managers.highly-focused, specialist real estate managers across the globe. As of December 31, 2014, Metropolitan2017, we advised 26 fund of funds31 real estate vehicles totaling, in the aggregate,with approximately $2$1.8 billion in AUM.
DGAM builds We also focus on real estate secondaries and actively manages hedge fund portfolios on behalf of its institutional clients. It invests globally and seeks to source strong managers in attractive strategies while minimizing constraints on investment activity. We acquired DGAM on February 3, 2014. As of December 31, 2014, DGAM managed $2 billion through 15 vehicles and 2 separately managed accounts. In addition to assembling hedge fund portfolios, DGAM invests directly through its complex credit, liquid risk premia and trend following funds.co-investments.
The following table presents certain data about our Investment Solutions segment as of December 31, 20142017 (dollar amounts in billions). See “— Structure and Operation of Our Investment Funds — Incentive Arrangements/Fee Structure” in this Item 1 for a discussion of the arrangements with the historical owners and management of AlpInvest regarding the allocation of carried interest in respect of the historical investments of and the historical and certain future commitments to our AlpInvest carry fund of funds vehicles.
| | | AUM(1) | | % of Total AUM | | Fee-earning AUM | | Fund of Funds Vehicles | | Available Capital | | Investment Professionals | | Amount Invested Since Inception(2) | | % of Total AUM | | Fee-earning AUM | | Fund Vehicles | | Available Capital | | Investment Professionals | | Amount Invested Since Inception |
| $51 | | 26% | | $33 | | 142 | | $17 | | 110 | | $51 | |
| $46 | | | 24% | | $30 | | 197 | | $16 | | 86 | | $67 |
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| (1) | Under our arrangements with the historical owners and management team of AlpInvest, we generally do not retain any carried interest in respect of the historical investments and commitments to our AlpInvest carry fund of funds vehicles that existed as of July 1, 2011 (including any options to increase any such commitments exercised after such date). We are entitled to 15% of the carried interest in respect of commitments from the historical owners of AlpInvest for the period between 2011 and 2020 and 40% of the carried interest in respect of all other commitments (including all future commitments from third parties). |
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(2) | Excludes Metropolitan and DGAM. |
Investment Approach
Corporate Private Equity
The investment approach of our Corporate Private EquityCPE teams is generally characterized as follows:
Consistent and Disciplined Investment Process. We believe our successful investment track record is the result, in part, of a consistent and disciplined application of our investment process. Investment opportunities for our CPE funds are initially sourced and evaluated by one or more of our deal teams. Deal teams consistently strive to be creative and look for deals in which we can leverage Carlyle's competitive advantages, sector experience and the global One Carlyle platform. The due diligence and transaction review process places a special emphasis on, among other considerations, the reputation of a target company’s shareholders and management, the company’s size and sensitivity of cash flow generation, the business sector and competitive risks, the portfolio fit, exit risks and other key factors highlighted by the deal team.specific to a particular investment. In evaluating each deal, we consider what expertise or experience (i.e., the “Carlyle Edge”) we can bring to the transaction. Antransaction to enhance value for our investors. Each investment opportunity must secure final approval from the investment committee of the applicable investment fund.fund to move forward. To help ensure consistency, we utilize a standard investment committee process across our corporate private equity funds. The investment committee approval process involves a detailed overviewreview of the transaction and investment thesis, business, risk factors and diligence issues, as well as financial models.
Geographic- and Industry-Focused. We have developed a global network of local investment teams with deep local insight into the areas in which they invest and have adopted an industry-focused approach to investing. Our extensive network of global investment professionals has the knowledge, experience and relationships on a local level that allow them to identify and take advantage of opportunities whichthat may be unavailable to firms whothat do not have our global reach and resources. We alsobelieve that our global platform helps enhance all stages of the investment process, including by facilitating faster and more effective diligence, a deeper understanding of global
industry trends and priority access to the capital markets. We have particular industry expertise in aerospace, defense and government services, consumer and retail, financial services, healthcare, industrial, telecom, media and technology and transportation. As a result, we believe that our in-depth knowledge of specific industries improves our ability to source and create transactions, conduct effective and more informed due diligence, develop strong relationships with management teams and use contacts and relationships within suchthese industries to identify potential buyers as part of a coherent exit strategy.
drive value creation.
Variable Deal Sizes and Creative Structures. We believe that having the resources to complete investments of varying sizes provides us with the ability to enhance investment returns while providing for prudent industry, geographic and size diversification. Our teams are staffed not only to effectively pursue large transactions, but also other transactions of varying sizes. We often invest in smaller companies and this has allowed us to obtain greater diversity across our entire portfolio. Additionally, we may undertake large, strategic minority investments with certain control elements or private investment in public equity (PIPE) transactions in large companies with a clear exit strategy. In certain jurisdictions around the world, we may make investments with little or no debt financing and seek alternative structures to opportunistically pursue transactions. We generally seek to obtain board representation and typically appoint our investment professionals and operating executivesadvisors to represent us on the boards of the companies in which we invest. Where our funds, either alone or as part of a consortium, are not the controlling investor, we typically, subject to applicable regulatory requirements, acquire significant voting and other control rights with a view to securing influence over the conduct of the business.
Driving Value Creation. Our CPE teams seek to make investments in portfolio companies in which our particular strengths and resources may be employed to their best advantage. Typically, as part of a CPE investment, our investment teams will prepare and execute a value creation plan that is developed during a thorough due diligence effort and draws on the deep resources available across our global platform, specifically relying on:
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| ◦ | Reach: Our global team and global presence that enables us to support international expansion efforts and global supply chain initiatives. |
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| ◦ | Expertise: Our deep bench of investment professionals and our industry specialists who provide extensive sector-specific knowledge and local market expertise. |
Insight: Our 26 operating executives, primarily consisting of deeply experienced former CEOs, who work with our investment teams during due diligence, provide board-level governance and support and advise our portfolio company CEOs together with our extensive pool of consultants and advisors who | |
| ◦ | Insight: We engage approximately 30 operating executives as independent consultants to work with our investment teams during due diligence, provide board-level governance and support and advise our portfolio company CEOs. These operating executives are former CEOs and other high-level executives of some of the world’s most successful corporations and currently sit on the boards of directors of a diverse mix of companies. We use this collective group of operating executives to provide special expertise to support specific value creation initiatives. |
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| ◦ | Data: The goal of our research function is to extract as much information as possible from our portfolio about the current state of the economy and its likely evolution over the near-to-medium term. Our CPE investment portfolio includes over 175 active portfolio companies as of December 31, 2017, across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings). By evaluating these data on a systematic basis, we work to identify the data with the highest correlation with macroeconomic data and map observed movements in the portfolio to anticipated variation in the economy, including changes in growth rates across industries and geographies. We incorporate this proprietary data into our investment portfolio management strategy and exit decisions on an ongoing basis. We believe this robust data gives us an advantage over our peers who do not have as large of a global reach. |
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| ◦ | Information Technology Resources: Carlyle has established an Information Technology (“IT”) capability that contributes to due diligence, portfolio company strategy and portfolio company operations. The capability includes dedicated information technology and business process resources, including assistance with portfolio company risk assessments and enhanced deal analytics. |
Data: The goal of our research function is to extract as much information from the portfolio as possible about the current state of the economy and its likely evolution over the near-to-medium term. Our CPE
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| ◦ | Pursuing Best Exit Alternatives. In determining when to exit an investment, our private equity teams consider whether a portfolio company has achieved its objectives, the financial returns and the appropriate timing in industry cycles and company development to strive for the optimal value. The fund’s investment committee approves all exit decisions. |
investment portfolio includes over 150 active portfolio companies as of December 31, 2014, across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings). By evaluating these data on a systematic basis, we work to identify the data with the highest correlation with macroeconomic data and map observed movements in the portfolio to anticipated variation in the economy, including changes in growth rates across industries and geographies.
Pursuing Best Exit Alternatives. In determining when to exit an investment, our private equity teams consider whether a portfolio company has achieved its objectives, the financial returns and the appropriate timing in industry cycles and company development to strive for the optimal value. The fund’s investment committee approves all exit decisions.
Global Market Strategies
The investment approach of our Global Market Strategies credit-focused funds is generally characterized as follows:
Source Investment Opportunities. Our GMS teams source investment opportunities from both the primary and secondary markets through our global network and strong relationships with the financial community. We typically target portfolio companies that have a demonstrated track record of profitability, market leadership in their respective niche, predictable cash flow, a definable competitive advantage and products or services that are value added to its customer base.
Conduct Fundamental Due Diligence and Perform Capital Structure Analyses. After an opportunity is identified, our GMS teams conduct fundamental due diligence to determine the relative value of the potential investment and capital structure analyses to determine the credit worthiness. Our due diligence approach typically incorporates meetings with management, company facility visits, discussions with industry analysts and consultants and an in-depth examination of financial results and projections.
Evaluation of Macroeconomic Factors. Our GMS teams evaluate technical factors such as supply and demand, the market’s expectations surrounding a company and the existence of short- and long-term value creation or destruction catalysts. Inherent in all stages of credit evaluation is a determination of the likelihood of potential catalysts emerging, such as corporate reorganizations, recapitalizations, asset sales, changes in a company’s liquidity and mergers and acquisitions.
Risk Minimization. Our GMS teams seek to make investments in capital structures to enable companies to both expand and weather downturns and/or below-plan performance. They work to structure investments with strong financial covenants, frequent reporting requirements and board representation, if possible. Through board representation or observation rights, our GMS teams work to provide a consultative, interactive approach to equity sponsors and management partners as part of the overall portfolio management process.
The investment approach of our GMS hedge funds is generally characterized as follows:
Premium on Liquidity. Our hedge funds generally run liquid portfolios that place an emphasis on maintaining tradable assets in their respective funds. Additionally, they generally employ long and short positions and construct their portfolios to produce returns largely uncorrelated to broad market movements.
Unique, Actionable Idea Generation. The public markets are thoroughly analyzed by the numerous competitors in asset management. However, due to technical factors or general investor sentiment, securities can become over or undervalued quickly relative to their intrinsic value. Our hedge fund managers separate their research teams into industry-, geography- and commodity-specific analysts in order to develop in-depth coverage on companies and sectors to generate proprietary research.
Strong Risk Management Oversight. A well-controlled risk profile is an important part of our GMS investment methodology. Our risk officers continuously assess the portfolios of our hedge funds in light of market movements. In addition, GMS has a separate team which has developed a rigorous risk management system to analyze the concentration risk, liquidity risk, historical scenario risk, counterparty risk and value at risk of our various funds on a daily basis.
Real Assets
Our Real Assets business includes investments in real estate assets, infrastructure and energy and natural resources (including power) companies and projects. The investment approach of the teams advising the international energy, power and infrastructure funds is similar to that of our CPE funds.
Generally, the investment approach of our real estate teams is characterized as follows:
Pursue an Opportunistic Strategy.Single Asset Transactions. In general, our U.S. real estate funds have focused on single asset transactions, using an opportunistic real estate investment strategy.transactions. We follow this approach in the U.S. because we believe that pursuing single assets enables us to better underwriteunderstand the factors that contribute to the fundamental value of each property, mitigate concentration risk, establish appropriate asset-by-asset capital structures and maintain governance over major property-level decisions. In addition, the direct ownership of assets typically enables us to effectively employ an active asset management approach and reduce financing and operating risk, while increasing the visibility of factors that affect the overall returns of the investment. In the U.S., we plan to continue to focus on single asset transactions in both our opportunistic and core plus investment strategies. Outside the U.S., we continue to opportunistically invest in the Asia and European markets.
Seek out Strong Joint Venture Partners or Managers. Where appropriate, we seek out joint venture partners or managers with significant operational expertise.expertise and/or deal sourcing capability. For each joint venture, we design structures and terms thatto align interests and provide situationally appropriate incentives, often including, for example, the subordination of the joint venture partner’s equity and profits interest to that of a fund, claw backgiveback provisions and/or profits escrow accounts in favor of a fund and exclusivity. We also typically structure positions with control or veto rights over major decisions.
Source Deals Directly. Our teams endeavor to establish “market presence” in our target geographies where we have a history of operating in local markets and benefit from extensive long-term relationships with developers, corporate real estate owners, institutional investors and private owners. SuchThese relationships have resulted in our ability to source a large number of investments on a direct negotiated basis.
Focus on Sector-Specific Strategies. Our real estate funds focus on specific sectors and markets in areas where we believe the fundamentals are sound and dynamic capital markets allow for identification of assets whose value is not fully recognized. The real estate funds we advise have invested according to strategies established in several main sectors: office, hotel, retail, residential, industrial, warehouse and logistics and senior living.
Actively Manage our Real Estate Investments. Our real estate investments often require active management to uncover and create value. Accordingly, we have put in place experienced local asset management teams.teams to assist in communicating with operating partners and property managers on a regular basis. These teams add value through analysis and execution of capital expenditure programs, development projects, lease negotiations, operating cost reduction programs and asset dispositions. The asset management teams work closely with the other real estate professionals to effectively formulate and implement strategic management plans.
Manage the Exit of Investments. We believe that “exit management” is as important as traditional asset management in order to take full advantage of the typically short windows of opportunity created by temporary imbalances in capital market forces that affect real estate. In determining when to exit an investment, our real estate teams consider whether an investment has fulfilled its strategic plan, the depth of the market and generally prevailing industry conditions. Throughout our investment holding period, our investment professionals remain actively engaged in and focused on managing the steps needed to proceed to a successful exit.
Our energy and natural resources activities primarily focus on threefour areas: international energy, North American energy, power and power.infrastructure.
International Energy Investing. Our international energy team pursues investment opportunities in oil and gas exploration and production, midstream, oil fieldoilfield services and refining and marketing in Europe, Africa, Latin America and Asia. Seeking to take advantage of the lack of capital in the international energy market, we pursue transactions where we have a distinctive competitive advantage and can create tangible value for the companies in which we invest, through industry specialization, deployment of human capital and access to our global network. In seeking to build a geographically diversegeographically-diverse international energy portfolio, we focus on cash generatingcash-generating opportunities, with a particular focus on proven reserves and production, and strategically seek to enhance the efficiency of the portfolio through exploration or infrastructure improvements. We may pursue investment
opportunities of variable size, and utilize alternative structures and sources of capital, including incorporating blank check companies to invest alongside our funds to effectively pursue large transactions.
North American Energy Investing. We conduct our current North American energy investing through our strategic partnership with NGP, Energy Capital Management, an Irving, Texas-based energy investment firm that focuses on investments across a range of energy and natural resource assets, including oil and gas resources, oilfield services, pipelines and processing, as well as agricultural investments and properties. NGP seeks to align itself with “owner-managers” who are invested in the enterprise, have a top-tier technical team and who have a proprietary edge that differentiates their business plan. NGP strives to establish a portfolio of platform companies to grow through acquisitions and development and provides financial and strategic support and access to additional capital at the lowest cost. We do not control or manage the NGP management fee funds or the existing carry funds that are advised by NGP. NGP is managed by its founders and other senior members of NGP.leadership.
Power Investing. Our power team focuses on investment opportunities in the North American power generation sector. Leveraging the expertise of the investment professionals at Cogentrix Energy L.L.C., one of our portfolio companies, the team seeks investments where it can obtain direct or indirect operational control to facilitate the implementation of technical enhancements. We seek to capitalize on secular trends and to identify assets where engineering and technical expertise, in addition to a strong management team, can facilitate performance.
Global Infrastructure Investing. Our global infrastructure team pursues investments across a variety of sectors and geographies. The fund team targets investment opportunities primarily domiciled in developed markets with strong commercial systems and rule of law. The team utilizes a value-added approach to transaction sourcing, diligence and asset management and seeks to generate attractive risk-adjusted returns for the fund. The team seeks to enhance the value of its investments through strategic and operational impact including risk management techniques utilized across Carlyle's global corporate private equity and natural resources investment businesses. The goal of this approach is to increase the profitability of the investments, increase cash flow yield and enhance the attractiveness of the asset for ultimate exit to a trade buyer, core infrastructure buyer or the public markets.
Global Credit
The investment approach of our Global Credit platform's credit-focused funds is generally characterized as follows:
Source Investment Opportunities. Our Global Credit team sources investment opportunities from both the primary and secondary markets through our global network and strong relationships with the financial community. We typically target portfolio companies that have a demonstrated track record of profitability, market leadership in their respective niche, predictable cash flow, a definable competitive advantage and products or services that are value added to its customer base.
Conduct Fundamental Due Diligence and Perform Capital Structure Analyses. After an opportunity is identified, our Global Credit investment professionals conduct fundamental due diligence to determine the relative value of the potential investment and capital structure analyses to determine credit worthiness. Our due diligence approach typically incorporates meetings with management, company facility visits, discussions with industry analysts and consultants and an in-depth examination of financial results and projections. In conducting due diligence, our Global Credit team employs an integrated, cross platform approach with industry-dedicated credit research analysts and non-investment grade expertise across the capital structure. Our Global Credit team also seeks to leverage resources from across the firm, utilizing information obtained from our more than 270 active portfolio companies and lending relationships with over 700 companies, 13 credit industry research analysts, and in-house government affairs and economic research teams.
Evaluation of Macroeconomic Factors. Our Global Credit team evaluates technical factors such as supply and demand, the market’s expectations surrounding a company and the existence of short- and long-term value creation or destruction catalysts. Inherent in all stages of credit evaluation is a determination of the likelihood of potential catalysts emerging, such as corporate reorganizations, recapitalizations, asset sales, changes in a company’s liquidity and mergers and acquisitions.
Risk Minimization. Our Global Credit team seeks to make investments in capital structures to enable companies to both expand and weather downturns and/or below-plan performance. The team works to structure investments with strong financial covenants, frequent reporting requirements and board representation, if possible. Through
board representation or observation rights, our Global Credit team works to provide a consultative, interactive approach to equity sponsors and management partners as part of the overall portfolio management process.
Investment Solutions
Our Investment Solutions team aims to apply a wide array of capabilities to help clients meet their investment objectives. We accomplish this through the design and management of portfolios of Carlyle products, non-Carlyle products, and combinations thereof. The investment approach of our Investment Solutions platform is generally characterized as follows:
Solution-Oriented Approach.Well-informed, Disciplined Investment Process: We believe that portfolio constructionfollow a disciplined, highly-selective investment process and management must begin with the specific goalsseek to achieve diversification by deploying capital across economic cycles, segments and constraints of each individual client.investment styles. Our broad set ofintegrated and collaborative culture across our strategies, reinforced by investment capabilitiesin information technology solutions, provides deep insight into fund manager portfolios and operations to support our mandate to invest in both Carlyle- and/or non-Carlyle-managed funds enable us to pursue the optimal outcome for each client on a customized basis.rigorous selection process.
DepthProactive Sourcing: Our extensive network of Investment Expertise. Investment Solutions has dedicated teams for each area of focus,private equity and seeksreal estate managers across the globe positions us to attract and retain talent withidentify investment opportunities that may be unavailable to other investors. Our investment strategy is defined by a strong belief that the required skill-set for each strategy. Investment Solutions professionals have trading, operational, portfolio and risk management expertise. From a top-down perspective, investment professionals seek to position the Investment Solutions business to capitalize on marketbest opportunities through focused research and allocation of resources. From a bottom-up perspective, they seek to build deep relationships with underlying fund managersare found in areas that are strengthened by the investment professionals’ relevant experience in the broader financial markets.less subject to competitive pressures. As a result, our teams actively seek out proprietary investments that would otherwise be difficult for our investors to access.
Discipline.Global Scale and Presence Investment Solutions professionals focus: Our scale and on-the-ground presence across three continents - Asia, Europe and North America - give us a distinct and comprehensive perspective on diversification, risk managementthe private equity and downside protection. Its processes includereal estate markets. Our stable, dedicated, and experienced teams have deep knowledge of their respective markets across the analysis and interpretation of macrodevelopments inglobe. We believe this enhances our visibility across the global economyinvestment market and the assessment of a wide variety of issuesprovides detailed local information that can influence the emphasis placed on sectors, geographies, asset classes and strategies when constructingenhances our investment portfolios. After making an investment commitment, the investment portfolios are subject to at least semi-annual reviews conducted by the respective investment team responsible for each investment.evaluation process.
Innovation. Investment Solutions professionals seek to leverage the intellectual capital within their organization and strategy-focused investment teams to take advantage of synergies that exist within other areas of Carlyle to identify emerging trends, market anomalies and new investment technologies to facilitate the formation of new strategies, as well as to set the direction for exiting strategies. This market intelligence provides them with an additional feedback channel for the development of new investment products.
Our Family of Funds
The following chart presents the name (acronym), total capital commitments (in the case of our carry funds, structured credit funds, certain fund of funds vehicles, and the NGP management fee funds), assets under management (in the case of our hedge funds, fund of hedge funds vehicles, mutual fund, and other structured products), gross assets (in the case of our business development companies), and vintage year of the active funds in each of our segments, as of December 31, 2014.2017. We present total capital commitments (as opposed to assets under management) for our closed-end investment funds because we believe this metric provides the most useful information regarding the relative size and scale of such funds. In the case of our hedge funds, fund of hedge funds, mutual fund and other structured products which are open-ended and accordingly do not have permanent committed capital, we generally believe the most useful metric regarding relative size and scale is assets under management.
| | | Corporate Private Equity | Corporate Private Equity | | Global Market Strategies | | Real Assets | Corporate Private Equity | | Global Credit | | Real Assets |
| Buyout Carry Funds | Buyout Carry Funds | | Structured Credit Funds | | Real Estate Carry Funds | Buyout Carry Funds | | Loans & Structured Credit | | Real Estate Carry Funds |
| Carlyle Partners (U.S.) | Carlyle Partners (U.S.) | | Cash CLO Funds | | Carlyle Realty Partners (U.S.) | Carlyle Partners (U.S.) | | Cash CLO's | | Carlyle Realty Partners (U.S.) |
| CP VII | | $14.1 bn | 2017 | | U.S. | $16.4 bn | 2006-2017 | | CRP VIII | $5.0 bn | 2017 |
| CP VI | $13.0 bn | 2013 | | U.S. | $15.1 bn | 1999-2014 | | CRP VII | $2.7 bn | 2014 | $13.0 bn | 2014 | | Europe | €8.5 bn | 2005-2017 | | CRP VII | $4.2 bn | 2014 |
| CP V | $13.7 bn | 2007 | | Europe | €6.6 bn | 2005-2014 | | CRP VI | $2.3 bn | 2010 | $13.7 bn | 2007 | | Structured Credit Carry Funds | | CRP VI | $2.3 bn | 2011 |
| CP IV | $7.9 bn | 2005 | | Middle Market CLO | | CRP V | $3.0 bn | 2006 | $7.9 bn | 2005 | | CSC | $838 mm | 2016 | | CRP V | $3.0 bn | 2006 |
| Global Financial Services Partners | Global Financial Services Partners | | U.S. | $1.2 bn | 2011 | | CRP IV | $950 mm | 2004 | Global Financial Services Partners | | CASCOF | $445 mm | 2015 | | CRP IV | $950 mm | 2005 |
| CGFSP III | | $491 mm | 2017 | | Direct Lending | | CRP III | $564 mm | 2001 |
| CGFSP II | $1.0 bn | 2011 | | Global Market Strategies Carry Funds | | CRP III | $564 mm | 2000 | $1.0 bn | 2013 | | Business Development Companies1 | | Carlyle Europe Real Estate Partners |
| CGFSP I | $1.1 bn | 2008 | | Carlyle Mezzanine Partners | | Carlyle Europe Real Estate Partners | $1.1 bn | 2008 | | TCG BDC II, Inc. | $570 mm | 2017 | | CER | €99 mm | 2017 |
| Carlyle Europe Partners | Carlyle Europe Partners | | (Corporate Mezzanine) | | CEREP III | €2.2 bn | 2007 | Carlyle Europe Partners | | TCG BDC, Inc. | $2.0 bn | 2013 | | CEREP III | €2.2 bn | 2007 |
| CEP IV | €1.6 bn | 2013 | | CMP II | $553 mm | 2008 | | CEREP II | €763 mm | 2005 | €3.7 bn | 2014 | | Corporate Mezzanine Carry Fund | | Carlyle Asia Real Estate Partners |
| CEP III | €5.3 bn | 2006 | | CMP I | $436 mm | 2004 | | CEREP I | €427 mm | 2002 | €5.3 bn | 2007 | | CMP II | $553 mm | 2008 | | CCR | $120 mm | 2016 |
| CEP II | €1.8 bn | 2003 | | Carlyle Strategic Partners | | Carlyle Asia Real Estate Partners | €1.8 bn | 2003 | | Opportunistic Credit Carry Fund | | CAREP II | $486 mm | 2008 |
| Carlyle Asia Partners | Carlyle Asia Partners | | (Distressed) | | CAREP II | $486 mm | 2008 | Carlyle Asia Partners | | CCOF | $757 mm | 2017 | | Core Plus Real Estate (U.S.) |
| CAP V | | $4.7 bn | 2017 | | Energy Credit Carry Funds | | CPI | $1.1 bn | 2016 |
| CBPF II | | RMB 301 mm | 2017 | | CEMOF II | $2.8 bn | 2015 | | Natural Resources Funds |
| CAP IV | $3.9 bn | 2012 | | CSP III | $703 mm | 2011 | | Natural Resources Funds | $3.9 bn | 2014 | | CEMOF I | $1.4 bn | 2011 | | Infrastructure Carry Fund |
| CBPF | RMB 2.1 bn | 2010 | | CSP II | $1.4 bn | 2007 | | Infrastructure Carry Fund | |
| CBPF I | | RMB 2.0 bn | 2010 | | Distressed Credit Carry Funds | | CGIOF | $756 mm | 2017 |
| CAP III | $2.6 bn | 2008 | | Carlyle Energy Mezzanine | | CIP I | $1.1 bn | 2006 | $2.6 bn | 2008 | | CSP IV | $2.5 bn | 2016 | | CIP I | $1.1 bn | 2006 |
| CAP II | $1.8 bn | 2006 | | Opportunities Fund | | Power Carry Funds | $1.8 bn | 2006 | | CSP III | $703 mm | 2011 | | Power Carry Funds |
| CAP I | $750 mm | 1999 | | CEMOF I | $1.4 bn | 2010 | | CPOCP | $280 mm | 2013 | |
| Carlyle Japan Partners | Carlyle Japan Partners | | Carlyle Asia Structured Credit Opportunities | | CPP II | $316 mm | 2014 | Carlyle Japan Partners | | CSP II | $1.4 bn | 2007 | | CPP II | $1.5 bn | 2014 |
| CJP III | ¥60.5 bn | 2013 | | CASCOF | $155 mm | 2014 | | International Energy Carry Fund | ¥119.5 bn | 2013 | | CPOCP | $478 mm | 2013 |
| CJP II | ¥165.6 bn | 2006 | | Hedge Funds and Other Vehicles1 | | CIEP | $2.2 bn | 2013 | ¥165.6 bn | 2006 | | | | International Energy Carry Fund |
| CJP I | ¥50.0 bn | 2001 | | Long/Short Credit | | NGP Energy Carry Funds | |
| Carlyle Mexico Partners | | Claren Road | | | | NGP XI | $4.2 bn | 2014 | |
| Mexico | $134 mm | 2005 | | Opportunities Fund | $2.5 bn | 2008 | | NGP X3 | $3.6 bn | 2012 | |
| Carlyle MENA Partners | Carlyle MENA Partners | | Claren Road | | | | NGP Agribusiness Carry Fund | Carlyle MENA Partners | | Investment Solutions | | CIEP I | $2.5 bn | 2013 |
| MENA I | $471 mm | 2007 | | Master Fund | $4.8 bn | 2006 | | NGP GAP | $402 mm | 2013 | $471 mm | 2008 | | AlpInvest | | NGP Energy Carry Funds |
| Carlyle South American Buyout Fund | Carlyle South American Buyout Fund | | Emerging Markets Strategies | | NGP Management Fee Funds | Carlyle South American Buyout Fund | | Fund of Private Equity Funds | | NGP XII | $2.8 bn | 2017 |
| CSABF I | $776 mm | 2009 | | Cross Border Equity Master Fund | $3.5 bn | 2002 | | Various4 | $8.1 bn | 2004-2007 | $776 mm | 2009 | | 67 vehicles | €41.6 bn | 2000-2017 | | NGP XI | $5.3 bn | 2014 |
| Carlyle Sub-Saharan Africa Fund | Carlyle Sub-Saharan Africa Fund | | Domestic Opportunity Master Fund | $1.1 bn | 2011 | | Legacy Energy Carry Funds | Carlyle Sub-Saharan Africa Fund | | Secondary Investments | | NGP X | $3.6 bn | 2012 |
| CSSAF I | $698 mm | 2012 | | Emerging Sovereign Group - Various | $0.5 bn | 2002 | | Carlyle/Riverstone Global Energy | $698 mm | 2012 | | 50 vehicles | €14.7 bn | 2000-2017 | | NGP Agribusiness Carry Fund |
| Carlyle Peru Fund | Carlyle Peru Fund | | Commodities | | Energy IV | $6.0 bn | 2007 | Carlyle Peru Fund | | Co-Investments | | NGP GAP | $402 mm | 2014 |
| CPF I | $308 mm | 2012 | | Vermillion - Various | $1.3 bn | 2005-2014 | | Energy III | $3.8 bn | 2005 | $308 mm | 2012 | | 49 vehicles | €14.4 bn | 2000-2017 | | NGP Management Fee Funds |
| Carlyle Global Partners | Carlyle Global Partners | | Quantitative Market Strategies | | Energy II | $1.1 bn | 2002 | Carlyle Global Partners | | Metropolitan Real Estate | | Various2 | $7.2 bn | 2004-2008 |
| CGP | $2.0 bn | 2014 | | Various | $88 mm | 2014 | | Carlyle/Riverstone Renewable Energy | $3.6 bn | 2015 | | Real Estate Fund of Funds | | Legacy Energy Carry Funds |
| Growth Carry Funds | Growth Carry Funds | | Business Development Companies2 | | Renew II | $3.4 bn | 2008 | Growth Carry Funds | | 31 vehicles | $3.6 bn | 2002-2017 | | Carlyle/Riverstone Global Energy |
| Carlyle U.S. Venture/Growth Partners | Carlyle U.S. Venture/Growth Partners | | Carlyle GMS Finance, Inc. | $717 mm | 2013 | | Renew I | $685 mm | 2005 | Carlyle U.S. Venture/Growth Partners | | Energy IV | $6.0 bn | 2008 |
| CEOF II | | $2.4 bn | 2015 | | Energy III | $3.8 bn | 2005 |
| CEOF I | $1.1 bn | 2011 | | NF Investment Corp | $187 mm | 2013 | | $1.1 bn | 2011 | | Energy II | $1.1 bn | 2003 |
| CUSGF III | $605 mm | 2006 | | $605 mm | 2006 | | Carlyle/Riverstone Renewable Energy |
| CVP II | $602 mm | 2001 | | Investment Solutions | | $602 mm | 2001 | | Renew II | $3.4 bn | 2008 |
| Carlyle Europe Technology Partners | Carlyle Europe Technology Partners | | AlpInvest | | Carlyle Europe Technology Partners | |
| CETP III | €362 mm | 2014 | | Fund of Private Equity Funds | | €657 mm | 2014 | |
| CETP II | €522 mm | 2007 | | 42 vehicles | €39.0 bn | 2000-2014 | | €522 mm | 2008 | |
| CETP I | €222 mm | 2005 | | Secondary Investments | | |
| Carlyle Asia Venture/Growth Partners | Carlyle Asia Venture/Growth Partners | | 30 vehicles | €9.9 bn | 2000-2014 | | Carlyle Asia Venture/Growth Partners | |
| CAGP V | | $292 mm | 2017 | |
| CAGP IV | $1.0 bn | 2008 | | Co-Investments | | $1.0 bn | 2008 | |
| CAGP III | $680 mm | 2005 | | 29 vehicles | €11.2 bn | 2000-2014 | | $680 mm | 2005 | |
| Carlyle Cardinal Ireland | Carlyle Cardinal Ireland | | Metropolitan Real Estate | | Carlyle Cardinal Ireland | |
| CCI | €292 mm | 2012 | | Real Estate Fund of Funds | | €292 mm | 2014 | |
| | | 26 vehicles | $2.7 bn | 2003-2014 | | |
| | | Diversified Global Asset Management1 | | |
| | | Fund of Hedge Funds | | |
| | | | 15 vehicles | $2.3 bn | 2004-2014 | | |
Note: All funds are closed-end and amounts shown represent total capital commitments as of December 31, 2014,2017, unless otherwise noted. Certain of our recent vintage funds are currently in fundraising and total capital commitments are subject to change. In addition, certain carry funds included herein may be disclosed which are not included in fund performance if they have not made an initial capital call.
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| (1) | Open-ended funds, a mutual fund and other pooled vehicles. Amounts represent AUM across all productsgross assets plus any available capital as of December 31, 2014.2017. |
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| (2) | Amounts represent gross assets as of December 31, 2014. |
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(3) | NGP X was previously reported as an NGP management fee fund. As of September 30, 2014, it is reported as a carry fund due to Carlyle's exercise, on July 1, 2014, of its option to acquire general partner interests in NGP X that entitle Carlyle to an allocation of income equal to 40% of the carried interest received by the general partner of NGP X. |
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(4) | Includes NGPC, NGP ETP I, NGP M&R, NGP ETP II, NGP VII, NGP VIII and NGP IX. |
Organizational Structure
The simplified diagram below depicts our organizational structure. Ownership information in the diagram below is presented as of December 31, 2014.2017. The diagram does not depict all of our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held. As discussed in greater detail below, The Carlyle Group L.P. holds, through wholly owned subsidiaries, a number of Carlyle Holdings partnership units that is equal to the number of common units that The Carlyle Group L.P. has issued and benefits from the income of Carlyle Holdings to the extent of its equity interests in the Carlyle Holdings partnerships. While the holders of common units of The Carlyle Group L.P. are entitled to all of the economic rights in The Carlyle Group L.P., the limited partners of the Carlyle Holdings partnerships, like the wholly owned subsidiaries of The Carlyle Group L.P., hold Carlyle Holdings partnership units that entitle them to economic rights in Carlyle Holdings to the extent of their equity interests in the Carlyle Holdings partnerships. Public investors do not directly hold equity interests in the Carlyle Holdings partnerships.
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| (1) | The Carlyle Group L.P. common unitholders have only limited voting rights and have no right to remove our general partner or, except in limited circumstances, elect the directors of our general partner. TCG Carlyle Global Partners L.L.C., an entity wholly owned by our senior Carlyle professionals, holds a special voting unit in The Carlyle Group L.P. that entitles it, on those few matters that may be submitted for a vote of The Carlyle Group L.P. common unitholders, to participate in the vote on the same basis as the common unitholders and provides it with a number of votes that is equal to the aggregate number of vested and unvested partnership units in Carlyle Holdings held by the limited partners of Carlyle Holdings on the relevant record date. |
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| (2) | Certain individuals engaged in our business own interests directly in selected subsidiaries, including, in certain instances, entities that receive management fees from funds that we advise. See “— Structure and Operation of Our Investment Funds — Incentive Arrangements/Fee Structure” in this Item 1 for additional information. |
The Carlyle Group L.P. conducts all of its material business activities through Carlyle Holdings. Each of the Carlyle Holdings partnerships was formed to hold our interests in different businesses. Carlyle Holdings I L.P. owns all of our U.S. fee-generating businesses and many of our non-U.S. fee-generating businesses, as well as our carried interests (and other
investment interests) that derive income that we believe is not qualifying income for purposes of the U.S. federal income tax publicly-traded partnership rules and certain of our carried interests (and other investment interests) that do not relate to investments in stock of corporations or in debt, such as equity investments in entities that are pass-through for U.S. federal income tax purposes. Carlyle Holdings II L.P. holds a variety of assets, including our carried interests in many of the investments by our carry funds in entities that are treated as domestic corporations for U.S. federal income tax purposes and in certain non-U.S. entities. Certain of our non-U.S. fee-generating businesses, as well as our non-U.S. carried interests (and other investment interests) that derive income that we believe is not qualifying income for purposes of the U.S. federal income tax publicly-traded partnership rules and certain of our non-U.S. carried interests (and other investment interests) that do not relate to investments in stock of corporations or in debt, such as equity investments in entities that are pass-through for U.S. federal income tax purposes are held by Carlyle Holdings III L.P. At the time of our IPO, certain pre-IPO owners of the firm, including our inside directors and executive officers, held a beneficial interest in investments in or alongside our funds that were funded by such persons indirectly through consolidated entities. As part of the reorganization we undertook in connection with our IPO, in order to minimize the extent of third-party ownership interests in firm assets, we (i) distributed a portion of these interests (approximately $127.7 million) to the beneficial owners so that they are held directly by such persons and are no longer consolidated in our financial statements and (ii) restructured the remainder of these interests (approximately $64.1 million) so that they are reflected as non-controlling interests in our financial statements.
The Carlyle Group L.P. has wholly owned subsidiaries that serve as the general partners of the Carlyle Holdings partnerships: Carlyle Holdings I GP Inc. (a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes), Carlyle Holdings II GP L.L.C. (a Delaware limited liability company that is a disregarded entity and not an association taxable as a corporation for U.S. federal income tax purposes) and Carlyle Holdings III GP L.P. (a Québec société en commandite that is a foreign corporation for U.S. federal income tax purposes) serve as the general partners of Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P., respectively. Carlyle Holdings I GP Inc. and Carlyle Holdings III GP L.P. serve as the general partners of Carlyle Holdings I L.P. and Carlyle Holdings III L.P., respectively, through wholly owned subsidiaries that are disregarded for federal income tax purposes. We refer to Carlyle Holdings I GP Inc., Carlyle Holdings II GP L.L.C. and Carlyle Holdings III GP L.P. collectively as the “Carlyle Holdings General Partners.”
Holding Partnership Structure
The Carlyle Group L.P. is treated as a partnership and not as a corporation for U.S. federal income tax purposes, although our partnership agreement does not restrict our ability to take actions that may result in our being treated as an entity taxable as a corporation for U.S. federal (and applicable state) income tax purposes. An entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. Instead, each partner is required to take into account its allocable share of items of income, gain, loss and deduction of the partnership in computing its U.S. federal income tax liability, whether or not cash distributions are made. Each holder of our common units is a limited partner of The Carlyle Group L.P., and accordingly, is generally required to pay U.S. federal income taxes with respect to the income and gain of The Carlyle Group L.P. that is allocated to such holder, even if The Carlyle Group L.P. does not make cash distributions. We believe that the Carlyle Holdings partnerships should also be treated as partnerships and not as corporations for U.S. federal income tax purposes. Accordingly, the holders of partnership units in Carlyle Holdings, including The Carlyle Group L.P.’s wholly owned subsidiaries, incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Carlyle Holdings.
Each of the Carlyle Holdings partnerships has an identical number of partnership units outstanding, and we use the terms “Carlyle Holdings partnership unit” or “partnership unit in/of Carlyle Holdings” to refer collectively to a partnership unit in each of the Carlyle Holdings partnerships. The Carlyle Group L.P. holds, through wholly owned subsidiaries, a number of Carlyle Holdings partnership units equal to the number of common units that The Carlyle Group L.P. has issued. The Carlyle Holdings partnership units that are held by The Carlyle Group L.P.’s wholly owned subsidiaries are economically identical to the Carlyle Holdings partnership units that are held by the limited partners of the Carlyle Holdings partnerships. Accordingly, the income of Carlyle Holdings benefits The Carlyle Group L.P. to the extent of its equity interest in Carlyle Holdings.
The Carlyle Group L.P. is managed and operated by our general partner, Carlyle Group Management L.L.C., to whom we refer as “our general partner,” which is in turn wholly owned by our senior Carlyle professionals. Our general partner does not have any business activities other than managing and operating us. We reimburse our general partner and its affiliates for all costs incurred in managing and operating us, and our partnership agreement provides that our general partner determines the
expenses that are allocable to us. Although there are no ceilings on the expenses for which we will reimburse our general partner and its affiliates, the expenses to which they may be entitled to reimbursement from us, such as director fees, historically have not been, and are not expected to be, material.
LP Relations
Our diverse and sophisticated investor base includes more than 1,6501,750 active investors in our carry fund investorsfunds, excluding Investment Solutions, located in 7883 countries. Included among our many longstanding fund investors are pension funds, sovereign wealth funds, insurance companies and high net worth individuals in the United States, Asia, Europe, the Middle East and South America.
We strive to maintain a systematic fundraising approach to support growth and serve our investor needs. This approach to fundraising has been critical in raising over $24$43 billion in 2014.2017. We work for our fund investors and continuously seek to strengthen and expand our relationships with them through frequent investor engagement and by cross-selling products across our diverse platform. We have a dedicated in-house LP relations group, which includes 26 geographically focusedgeographically-focused professionals with extensive investor relations and fundraising experience. In addition, we have 16 product specialists with a focus on specific business segments and seven11 professionals focused on high net worth distribution. Our LP relations group is supported by 3147 support staff responsible for project management and fulfillment. Our LP relations professionals are in constant dialogue with our fund investors, which enables us to monitor clientinvestor preferences and tailor future fund offerings to meet investor demand. We strive to secure a first-mover advantage with key investors, often by establishing a local presence and providing a broad and diverse range of investment opportunities.
As of December 31, 2014,2017, approximately 92% of commitments to our active carry funds (by dollar amount) were from investors who are committed to more than one active carry fund and approximately 62% of commitments to our active carry funds (by dollar amount) were from investors who are committed to more than five active carry funds. We believe the loyalty of our carry fund investor base, as evidenced by our substantial number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies.
Investor Services
We have a team of over 650450 investor services professionals worldwide. The investor services group performs a range of functions to support our investment teams, LP relations group and the corporate infrastructure of Carlyle. Our investor services professionals provide an important control function, ensuring that transactions are structured pursuant to the partnership agreements, assisting in global regulatory compliance requirements and investor reporting to enable investors to easily monitor the performance of their investments. We have devoted substantial resources to creating comprehensive and timely investor reports, which are increasingly important to our investor base. The investor services group also works closely with each fund’s lifecycle, from fund formation and investments to portfolio monitoring and fund liquidation. We maintain an internal global legal and compliance team, which includes 3027 professionals and a government relations group with a presence around the globe, which includes 1516 professionals as of December 31, 2014.2017. We intend to continue to build and invest in our legal, regulatory and compliance and tax functions to enable our investment teams to better serve our investors.
Structure and Operation of Our Investment Funds
We conduct the sponsorship and management of our carry funds and other investment vehicles primarily through limited partnerships, which are organized by us, to accept commitments and/or funds for investment from institutional investors and high net worth individuals. Each investment fund that is a limited partnership, or “partnership” fund, has a general partner that is responsible for the management and operation of the fund’s affairs and makes all policy and investment decisions relating to the conduct of the investment fund’s business. TheGenerally, the limited partners of such funds take no part in the conduct or control of the business of such funds, have no right or authority to act for or bind such funds and have no influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may vote on certain partnership matters including the removal of the general partner or early liquidation of the partnership by simple majority vote, as discussed below. Most of our funds also have an investor advisory committee, comprising representatives of certain limited partners, which may consider and/or waive conflicts of interest or otherwise consult with the general partner on certain partnership matters. In the case of certain separately managed accounts advised by us, the investor, rather than us, may control the asset or the investment decisions related thereto or certain investment vehicles or entities that hold or have custody of such assets. More often, however, we retain investment discretion with respect to separately managed accounts we advise.
Each investment fund and in the case of our separately managed accounts, the client, engages an investment adviser. Carlyle Investment Management L.L.C. (“CIM”) or one of its subsidiaries or affiliates serves as an investment adviser for most of our carry funds and is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our investment advisers are generally entitled to a management fee from each investment fund for which they serve as investment advisers. For a discussion of the management fees to which our investment advisers are entitled across our various types of investment funds, see “—Incentive Arrangements / Fee Structure” below.
Our carry funds and hedgeInvestment funds themselves typically do not register as investment companies under the Investment Company Act of 1940, as amended (the “1940 Act” or the “Investment Company Act”), in reliance on Section 3(c)(7) or Section 7(d) thereof or, typically in the case of funds formed prior to 1997, Section 3(c)(1) thereof. Section 3(c)(7) of the 1940 Act exempts from the 1940 Act’s registration requirements investment funds privately placed in the United States whose securities are owned exclusively by persons who, at the time of acquisition of such securities, are “qualified purchasers” as defined under the 1940
Act and purchase their interests in a private placement. Section 3(c)(1) of the 1940 Act exempts from the 1940 Act’s registration requirements privately placed investment funds whose securities are beneficially owned by not more than 100 persons and purchase their interests in a private placement. In addition, under certain current interpretations of the SEC,Securities and Exchange Commission ("SEC"), Section 7(d) of the 1940 Act exempts from registration any non-U.S. investment fund all of whose outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified purchasers and purchase their interests in a private placement. Certain of our investment funds, however, register as investment companies under the 1940 Act or elect to be regulated as business development companies under the 1940 Act.
The governing agreements of the vast majority of our investment funds provide that, subject to certain conditions, a majority in interest (based on capital commitments) of third-party investors in those funds have the right to remove the general partner of the fund for cause and/or to accelerate the liquidation date of the investment fund without cause. In addition, the governing agreements of many of our investment funds generally require investors in those funds to affirmatively vote to continue the investment period in the event that certain “key persons” in our investment funds do not provide the specified time commitment to the fund or our firm, cease to control the general partner (or similar managing entity) or the investment adviser or cease to hold a specified percentage of the economic interests in the general partner.
OurWith limited exceptions, our carry funds, fund of funds vehicles, business development companies, and NGP management fee funds are closed-endedclosed-end funds. In a closed-endedclosed-end fund structure, once an investor makes an investment, the investor is generally not able to withdraw or redeem its interest, except in very limited circumstances. Furthermore, each limited partnership contains restrictions on an investor’s ability to transfer its interest in the fund. In the open-ended funds we advise, investorsinvestors' interests are usually locked-uplocked up for a period of time after which theyinvestors may generally redeem their interests on a quarterly basis.basis, to the extent that sufficient cash is available.
With respect to our CPE, Real Assets and Global Credit carry funds, investors generally agree to fund their commitment over a period of time. For our private equity funds, the commitment period generally runs until the earlier of (i) the sixth anniversary of either the effective date (the date we start charging management fees for the fund) or the initial closing date or the fifth anniversary of the final closing date of the fund; (ii) the date the general partner cancels such obligation due to changes in applicable laws, business conditions or when at least a significant portion (which may range between 85%75% and 90%) of the capital commitments to the fund have been invested, committed or reserved for investments; (iii) the date a supermajority in interest (based on capital commitments) of investors vote to terminate the commitment period; or (iv) the failure of certain key persons to devote a specified amount of time to such fund or Carlyle, to control the general partner or the investment adviser or to hold a specified percentage of the economic interests in the general partner, unless upon any of these events the investors vote to continue the investment period. Following the termination of the commitment period, an investor generally will be released from any further obligation with respect to its undrawn capital commitment except to the extent necessary to pay partnership expenses and management fees, fund outstanding borrowings and guarantees, complete investments with respect to transactions committed to prior to the end of the commitment period and make follow-on investments in existing companies. Generally, an investor’s obligation to fund follow-on investments extends for a period of three years following the end of the commitment period, provided thatalthough certain funds do not have a time limit and there may be limitations on how much such investorthe fund is requiredpermitted to fund for such follow-on investments. In those funds where such limitations exist, they generally range from 15-20% of an investor'sthe fund's aggregate capital commitment.
Investors inFor the latest generation of our real estate funds, the commitment period generally commit to fund their investmentruns for a period of four (Asiabetween two and Europe) or five (United States) years from the final closing date, provided that the general partner may unilaterally extend such expiration date for one year and may extend it for another year with the consent of a majority of the limited partners or the investment advisory committee for that fund. Investors in the latest generation of our real estate funds are also obligated to continue to make capital contributions with respect to follow-on investments and to repay indebtedness for a period of time after the original expiration date of the commitment period, as well as to fund partnership expenses and management fees during the life of the fund.
The term of each of the CPE, Real Assets and GMSGlobal Credit carry funds generally will end 10 years from the initial closing date, or in some cases, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended by the general partner (in many instances with the consent of a majority in interest (based on capital commitments) of the investors or the investment advisory committee) for successive one-year periods, typically up to a maximum of two years. Certain of such investment funds may have a longer initial termination date (such funds, "long-dated funds"), such as 15 years from the final closing date.
With respect to our Investment Solutions vehicles and separately managed accounts, the commitment period generally runs for a period of one to five years after the initial closing date of the vehicle. Following the termination of the commitment period, an investor in one of our Investment Solutions vehicles or separately managed accounts generally will only be required
to fund additional amounts for partnership expenses, outstanding borrowings and guarantees, transactions in process or committed to during the commitment period follow-on investments in existing companies. The term of each of the fund of funds vehicles generally will end 108 to 12 years from the initial closing date, or indate. In some cases, the termination date may be later if extended by the general partner (in many instances with the consent of a majority in interest (based on capital commitments) of the investors or the investment advisory committee) for successive up to two-year periods, potentially up to a maximum of four years.years or until such time as is reasonably necessary for the general partner to be able to liquidate the fund's assets.
Incentive Arrangements / Fee Structure
Fund Management Fees. The investment adviser of each of ourPartnership provides management services to funds in which it holds a general partner interest or has a management agreement. For closed-end carry funds in the CPE, Real Assets and Global Credit segments, management fees generally receives an annual management fee that rangesrange from 1%1.0% to 2%2.0% of the investment fund or vehicle’s capital commitments during the fund's investment period.period based on limited partners' capital commitments to the funds. Following the expiration or termination of the investment period, of such carry funds, the management fees generally step-down to between 0.6% and 2.0% generallyare based on the lower of cost or fair value of invested capital invested; however,and the rate charged may also be reduced to between 0.6% and 2.0%. For certain of ourseparately managed accounts baseand longer-dated carry funds, with expected terms greater than ten years, management fees generally range from 0.2% to 1.0% based on contributions for unrealized investments or the current value of the investment. The investment at all times. Theadviser will receive management fees that we receiveduring a specified period of time, which is generally ten years from our carry fundsthe initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended for successive one year periods, typically up to a maximum of two years. Depending on the contracted terms of the investment advisory or investment management and related agreements, these fees are payablegenerally called semi-annually in advance. For certain longer-dated carry funds, management fees are called quarterly over the life of the funds.
Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.3% to 0.6% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are due quarterly or semi-annually based on the terms. Management fees for the CLOs and other structured products are governed by indentures and collateral management agreements. The investment advisers will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally five to ten years after issuance. Investment adviser of the business development company generally receives management fees quarterly in arrears at annual rates of approximately 1.5% of gross assets, excluding cash and cash equivalents.
The investment adviser of our Investment Solutions private equity and real estate carry fund of funds vehicles generally receives an annual management fee that ranges from 0.3%0.25% to 1.0% of the vehicle’s capital commitments during the commitment fee period of the relevant fund or the weighted-average investment period of the underlying funds. Following the expiration of the commitment fee period or weighted-average investment period of such fund of funds, vehicles, the management fees generally range from 0.3%0.25% to 1.0% on (i) the lower of cost or fair value of the capital invested, (ii) the net asset value for unrealized investments or (iii) the contributions for unrealized investments. Theinvestments; however certain separately managed accounts earn management fees at all times on contributions for our fund of hedge funds vehicles generally range from 0.2 % to 1.5% of net asset value.unrealized investments or on the initial commitment amount. The management fees we receive from our Investment Solutions carry fund of funds vehicles typically are payable quarterly in advance. The investment adviser of our hedge funds generally receives management fees that range from 1.5% to 2.0% of net asset value per year. The investment adviser of our mutual fund generally receives management fees of 0.75% per year of daily net asset value, subject to contractually agreed upon waivers. The investment adviser of our business development companies generally receives management fees quarterly in arrears at annual rates that range from 0.25% to 1.00% of gross assets, excluding cash and cash equivalents. The investment adviser of each of our CLOs and other structured products generally receives an annual management fee of 0.15% to 1.00% on the total par amount of assets or the aggregate principal amount of the notes in the CLO. Such management fees are due quarterly or semi-annually based on the terms of the applicable fund documentation and recognized over the respective period. The investment adviser will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally five to ten years after issuance. Open-ended funds typically do not have stated termination dates.
With respect to Claren Road, ESG and Vermillion, we retain a specified percentage of the earnings of those businesses based on our 55% ownership in the management companies of those entities. The management fees received by our Claren Road, ESG and Vermillion funds have similar characteristics, except that such funds often afford investors increased liquidity through annual, semi-annual, quarterly, or monthly withdrawal or redemption rights in certain cases following the expiration of a specified period of time when capital may not be withdrawn and the amount of management fees to which the investment adviser is entitled with respect thereto will proportionately increase as the net asset value of each investor’s capital account grows and will proportionately decrease as the net asset value of each investor’s capital account decreases. Our equity interest in NGP previously entitled us to an allocation of income equal to 47.5%, which increased to 55% in January 2015, of the management fee-related revenues of the NGP entities that serve as advisors to the NGP management fee funds.
The general partners or investment advisers to certain of our CPE, Real Assets and Global Credit carry funds from time to time receive customary transaction fees upon consummation of many of our funds’ acquisition transactions, receive monitoring fees from many of their portfolio companies following acquisition and may from time to time receive other fees in connection with their activities. The ongoing monitoring fees that they receive are generally calculated as a percentage of a specified financial metric of a particular portfolio company. The transaction fees which they receive are generally calculated either as a fixed amount or as a percentage (that generally ranges up to 1%, but may exceed 1% in certain circumstances) of the total enterprise value or capitalization of the investment. Theinvestment.The management fees charged to limited partner investors in our carry funds are generally reduced by 80% to 100% of such transaction fees and certain other fees that are received by the general partners and their affiliates.
Performance Fees. The general partner of each of our carry funds and fund of funds vehicles also receives carried interest from the carry fund or fund of funds vehicle.funds. Carried interest entitles the general partner to a special residual allocation of profit on third-party capital. In the case of our closed-end carry funds in the CPE, Real Assets and Global Credit segments, carried interest is generally calculated on a “realized gain” basis, and each general partner is generally entitled to a carried interest equal to 20% allocation (or 10% to 20% on certain longer-dated carry funds, certain credit funds and external coinvestmentco-investment vehicles, with some earning no carried interest, or approximately 10% in the case
of most of the recent Investment Solutions carry funds, and approximately 2% to 10% in the case of most of our fund of funds vehicles)more mature Investment Solutions carry funds) of the net realized profit (generally taking into account unrealized losses) generated by third-party capital invested in such fund. Net realized profit or loss is not netted between or among funds. Our senior Carlyle professionals and other personnel who work in these operations also own interests in the general partners of our carry funds and we generally allocate 45% of any carried interest that we earn to these individuals in order to better align their interests with our own and with those of the investors in the funds. For most carry funds, the carried interest is subject to an annual preferred return of 8% or7% to 9%, (or 4% to 7% for certain longer-dated carry funds) and return of certain fund costs (generally subject to a catch-up allocation toprovisions as set forth in the general partner.fund limited partnership agreement) from its CPE, Real Assets and Global Credit carry funds. If, as a result of diminished performance of later investments in the life of a carry fund, orthe fund of funds vehicle, the carry fund or fund of funds vehicle does not achieve investment returns that (in most cases) exceed the preferred return threshold or (in almost all cases) the general partner receives in excess of 20% (or 10% to 20% on certain longer-dated carry funds as well as some external coinvestmentco-investment vehicles, with some earning no carried interest, or approximately 2% to 10% in the case of most of our Investment Solutions carry fund of funds vehicles) of the net profits on third-party capital over the life of the fund, we will be obligated to repay the amount by which the carried interest that was previously distributed to us exceeds amounts to which we are ultimately entitled.
This obligation, which is known as a “giveback” obligation, operates with respect to a given carry fund’s own net investment performance only and is typically capped at the after taxafter-tax amount of carried interest received by the general partner. Each recipient of carried interest distributions is individually responsible for his or her proportionate share of any giveback"giveback" obligation; however, we may guarantee the full amount of such “giveback” obligation in respect of amounts received by Carlyle and certain other amounts. With respect to the portion of any carried interest allocated to the firm, we expect to fund any "giveback" obligation from available cash. Our ability to generate carried interest is an important element of our business and carried interest has historically accounted for a significant portion of our income.
The receipt of carried interest in respect of investments of our carry funds is dictated by the terms of the partnership agreements that govern such funds, which generally allow for carried interest distributions in respect of an investment upon a realization event after satisfaction of obligations relating to the return of capital from all realized investments, any realized losses, allocable fees and expenses and the applicable annual preferred return. Carried interest is ultimately realized and distributed when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the investment fund’s cumulative returns are in excess of the preferred return and (iv) we have decided to collect carry rather than return additional capital to limited partner investors. Distributions to eligible senior Carlyle professionals in respect of such carried interest are generally made shortly thereafter. Our decision to realize carry considers such factors as the level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to limited partner investors and the length of time the fund has been in carry, as well as other qualitative measures. Although Carlyle has seldom been obligated to pay a giveback obligation, such obligation, if any, in respect of previously realized carried interest, is generally determined and due upon the winding up or liquidation of a carry fund pursuant to the terms of the fund’s partnership agreement, although in certain cases the giveback is calculated at prior intervals.
In addition to the carried interest from our carry funds, we are also entitled to receive incentive fees or allocations from certain of our GMS funds. Our hedge funds generally pay annual incentive fees or allocations equal to 20% of the fund’s profits for the year, subject to a high-water mark. The high-water mark is the highest historical NAV attributable to a fund investor’s account on which incentive fees were paid and means that we will not earn incentive fees with respect to such fund investor for a year if the NAV of such investor’s account at the end of the year is lower that year than any prior year-end NAV or the NAV at the date of such fund investor’s investment, generally excluding any contributions and redemptions for purposes of calculating NAV. Certain of our business development companies also earn incentive fees (i) quarterly based on net investment income for the prior quarter and (ii) 20% annually based on the company's profits for the year, subject to a high water mark. In these arrangements, incentive fees are recognized when the performance benchmark has been achieved based on the hedge funds’ then-current fair value and are included in performance fees in our consolidated statements of operations. These incentive fees are a component of performance fees in our consolidated financial statements and are treated as accrued until paid to us.
With respect to our arrangements with NGP, we have acquired future interests in the general partners of certain future funds advised by NGP that will entitle us to an allocation of income equal to 47.5% of the carried interest received by such fund general partners. In addition, we also exercised our option to purchase interests in the general partner of the NGP X fund, which entitles us to an allocation of income equal to 40% of the carried interest received by NGP X's general partner.
Under our arrangements with the historical owners and management team of AlpInvest, we generally do not retain any carried interest in respect of the historical investments and commitments to our fund of funds vehicles that existed as of July 1, 2011 (including any options to increase any such commitments exercised after such date). We are entitled to 15% of the carried interest in respect of commitments from the historical owners of AlpInvest for the period between 2011 and 2020 and 40% of the carried interest in respect of all other commitments (including all future commitments from third parties).
Under our arrangements with the historical owners and management team of Metropolitan, the management team and employees are allocated all carried interest in respect of the historical investments and commitments to the fund of funds vehicles that have had a final closing on or prior to July 31, 2013, and 45% of the carried interest in respect of all other commitments.
Under our arrangements with the historical owners and management team of DGAM, through the year ended December 31, 2015, the management team and employees are entitled to receive 25% of certain revenues received by DGAM’s management company (including revenues from management fees and incentive fees). DGAM investment funds generally pay annual incentive fees equal to 7.5% to 10% of the fund’s profits for the year, subject to a high water mark.
As noted above, in connection with raising new funds or securing additional investments in existing funds, we negotiate terms for such funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to terms that are materially less favorable to us than for prior funds we have advised or funds advised by our competitors. See “Item 1A. Risk Factors — Risks Related to Our Business Operations — Our investors in future funds may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”
Capital Invested in and Alongside Our Investment Funds
To further align our interests with those of investors in our investment funds, we have invested our own capital and that of our senior Carlyle professionals in and alongside the investment funds we sponsor and advise. We intendCarlyle generally expects to have Carlyle commit to fund approximately 0.75% to 1% of the capital commitments to our future CPE, Real Assets and Global Credit carry funds. We also intend to make investments in our Investment Solutions carry funds, our open-end funds and our CLO vehicles. In addition, certain qualified Carlyle professionals and other qualified individuals (including certain individuals who may not be employees of the firm but who have pre-existing business relationships with Carlyle or industry expertise in the sector in which a particular investment fund may be investing) are permitted, subject to certain restrictions, to invest alongside the investment funds we sponsor and advise. Fees assessed or profit allocations on such investments by such persons may be viewedeliminated or substantially reduced.
Minimum general partner capital commitments to our investment funds are determined separately with respect to each investment fund. We may, from time to time, exercise our right to purchase additional interests in our investment funds that become available in the ordinary course of their operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources” for more information regarding our minimum general partner capital commitments to our funds. Our general partner capital commitments are funded with cash and not with carried interest or through a management fee waiver program.
Certain investors may also receive the opportunity to make additional “coinvestments” alongside the investment funds. Co-investments are investments arranged by us that are made by our limited partner investors (and other investors in certain instances) in vehicles that invest in portfolio companies or other assets, generally on substantially the same terms and conditions as those of the applicable fund. In certain cases, such coinvestments may involve additional fees or carried interest.
Carlyle and its eligible employees and officers generally have the right to co-invest with eachmost of the investmentCPE and Real Asset and Global Credit carry funds on a deal-by-deal basis, typically in an amount up to 5% of the investment opportunity (on top of our base commitment).
One Carlyle Culture
Our culture is built on promoting innovation, good citizenship and service to our investors. Carlyle uses its One Carlyle global network, deep industry knowledge, Operating Executive consultants and portfolio intelligence to create and execute a customized value creation plan for each of our CPE and Real Assets investments. To further this end, Carlyle has created a Global Investment Resources team that helps to translate our One Carlyle culture into services and capabilities supporting our investment process and portfolio companies. This team coordinates with our investment professionals and advisors, including our operating executive and other consultants, to create value during the investment lifecycle. We have also developed a leveraged purchasing effort to provide portfolio companies with effective sourcing programs with better pricing and service levels to help create operating value. This program seeks to drive down costs on common indirect spend categories and disseminate best practices on managing functional spend in the areas of HR/employee benefits, corporate real estate, information technology and treasury/risk. Our approach ensures that Carlyle’s global network, deep industry knowledge and operational expertise are used to support and enhance our investments.
Corporate Citizenship
We are committed to the principle that building a better business means investing responsibly. In September 2008, Carlyle developed a set of responsible investment guidelines that consider the environmental, social and governance implications of certain investments we make. These guidelines were integral to shaping the corporate social responsibility guidelines later adopted by the members of the Private Equity Growth CapitalAmerican Investment Council. We have worked to integrateuse the principles in these guidelines intoto inform our investment decision-making process for controlling, corporate investments.
We also have worked to develop internal expertise in sustainability to support deal teams and portfolio companies. We provide sustainability resources from workshops to pre-screened vendors that provide sustainability services to individualized support from our sustainability work.Chief Sustainability Officer. We are a member of BusinessBusinesses for Social Responsibility, a global nonprofit business network dedicated to sustainability. We also educate portfolio companies in which we have a controlling interest on the guidelines for responsible investment and encourage them to review the guidelines at the board level on an annual basis.
We issue an annual Citizenship Report that highlights cases where strengthening environmental and social performance helps to create value by supporting core business imperatives. We most often see sustainability efforts adding value in four areas: customer satisfaction, brand equity, operational efficiency and cost savings and workforce.
We are a member of the British Venture Capital Association and seek to ensure that our U.K.-based portfolio companies are compliant, on a voluntary basis, with the WalkerPrivate Equity Reporting Group Guidelines for Disclosure and Transparency when such companies become subject to these guidelines. Carlyle is a member of Invest Europe and an active participant in its work on ESG-related industry issues. Further, we are also a member of the Bundesverband Deutscher
Kapitalbeteiligungsgesellschaften (the “BVK”)(BVK), the German private equity and venture capital trade association. We believe that we are compliant with the BVK Guidelines for Disclosure and Transparency and seek to ensure that our German portfolio companies comply with these guidelines when they are required to do so.
AlpInvest is a signatory of the UN-backed Principles for Responsible Investment and has adopted the UN Global Compact as a corporate social responsibility (CSR) framework to evaluate fund managers and portfolio companies. AlpInvest has fully integrated CSR into its investment process and actively engages with fund managers and other stakeholders in the private equity markets to promote sustainability and improved corporate governance as an investment consideration.
Since Carlyle was established, we have recognized the value and benefits of maintaining a business model grounded in investment fundamentals, strong governance and transparency. We maintain strong internal corporate governance processes and fiduciary functions and are subject to regulatory supervision. Carlyle professionals receive regular and targeted training on many issues related to corporate governance and compliance, such as anti-corruption, conflicts of interest, economic sanctions and anti-money laundering. All employees annually certify to their understanding of and compliance with key global Carlyle policies and procedures.
At Carlyle, we believe that diverse teams and experiences bring tremendous value to our firm. We are committed to growing and cultivating an environment that fosters diversity in gender, race, ethnicity, sexual orientation, disability, religion and age, as well as cultural backgrounds and ideas.
In addition, AlpInvest seeks opportunities2013, Carlyle established our Diversity & Inclusion Council, which we believe is the first of its kind in our industry. The mission of the 19 leaders of the Council was and still is twofold - to investbetter enable Carlyle to hire the most talented professionals in sustainability solutions.the world, as well as fostering an environment of inclusiveness for diversity in all forms that will enhance our collaborative One Carlyle culture. Carlyle earned a 100% rating on the 2018 Corporate Equality Index (CEI), a national benchmarking survey and report on corporate policies and practices related to lesbian, gay, bisexual, transgender and queer (LGBTQ) workplace equality, administered by the Human Rights Campaign Foundation.
Global Information Technology and Solutions
Global Information technologyTechnology and Solutions, which we refer to as GTS, is essential for Carlyle to conduct investment activities, manage internal administration activities and connect a global enterprise. As part of our technologyGTS strategy and governance processes, we develop and routinely refine our technology architecture to leverage solutions that will best serve the needs of our investors. Our systems, data, network and infrastructure are continuously monitored and administered by formal controls and risk management processes that also help protect the data and privacy of our employees and investors. Our business continuity plan isplans are designed to allow all critical business functions to continue in an orderly manner in the event of an emergency. GTS work closely with our various segments to test Carlyle's business continuity plans via table top exercises and disaster recovery exercises. This annual testing is intended to help mitigate risk to the firm if an actual emergency were to occur.
Competition
As a global alternative asset manager, we compete with a broad array of regional and global organizationsinvestment firms, as well as global banking institutions and other types of financial institutions and markets, for both investors and investment opportunities. Generally, our competition varies across business lines, geographies, distribution channels and financial markets. We believe that our competition for investors is based primarily on investment performance, business relationships, the quality of services provided to investors, reputation and brand recognition, pricing and the relative attractiveness of the particular opportunity in which a particular fund intends to invest. To stay competitive, we believe it is also important to be able to offer fund investors a customized suite of investment products which enable them to tailor their investments across alternatives in hedge funds, private equity, real estate and real estate.credit. We believe that competition for investment opportunities varies across business lines, but is generally based on industry expertise and potential for value-add, pricing, terms and the structure of a proposed investment and certainty of execution.
We generally compete with sponsors of public and private investment funds across all of our segments. Within our CPE segment, we also compete with business development companies, sovereign wealth funds and operating companies acting as strategic acquirers. In our GMSGlobal Credit segment, we compete with private credit strategies, hedge funds, business development companies, distressed debt funds, mezzanine funds and other CLO issuers. In our Real Assets segment, we also compete with real estate development companies.companies and other infrastructure investment business. In our Investment Solutions segment, we generally compete with other fund of funds managers and/or with advisers that are turning their business models towards discretionary
investment advisory services. In the United States, the new government administration may propose changes to financial regulation that could increase competition from banks and non-bank institutions in certain of our business segments.
In addition to these traditional competitors within the global alternative asset management industry, we have increasingly faced competition from local and regional firms, financial institutions, sovereign wealth funds, family offices and agencies and instrumentalities of governments in the various countries in which we invest. This trend has been especially apparent in emerging markets, where local firms tend to have more established relationships with the companies in which we are attempting to invest. In addition, large institutional investors and sovereign wealth funds have begun to develop their own in-house investment capabilities and may compete against us for investment opportunities. Furthermore, in some cases, large institutional investors have reduced allocations to “fund of funds” vehicles and turned instead to private equity and hedge fund advisory firms that assist with direct investments. Greater reliance on advisory firms or in-house investment management may reduce fund of funds’ appeal to large institutional investors. As we continue to target high net worth investors, we also face competition from mutual funds and alternative asset management firms that have launched liquid alternativecompeting products.
Some of the entities that we compete with as an alternative asset manager are substantially larger and have greater financial, technical, marketing and other resources and more personnel than we do. Several of our competitors also have recently raised or are expected to raise, significant amounts of capital and many of them have investment objectives similar to us,ours, which may create additional competition for investment opportunities and investor capital. Some of these competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us when sourcing investment opportunities. In addition, some of these competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider range of investments and to bid more aggressively than us for investments. Strategic buyers may also be able to achieve synergistic cost savings or revenue enhancements with respect to a targeted portfolio company, which we may not be able to achieve through our own portfolio, and this may provide them with a competitive advantage in bidding for such investments.
Employees
We believe that one of the strengths and principal reasons for our success is the quality and dedication of our people. As of December 31, 2014,2017, we employed more than 1,6501,600 individuals, including more than 700654 investment professionals, located in 4031 offices across six continents.
Operating Executives
Supplementing Carlyle’s investment expertise, we have retained a group of approximately 40 senior business executives who have an average of more than 30 years of experience to help Carlyle invest wisely and create value across a range of industries. These operating executives are former CEOs and other high-level executives of some of the world’s most successful corporations and currently sit on the boards of directors of a diverse mix of companies. Operating executives are independent consultants and are not Carlyle employees. Operating executives are engaged by Carlyle primarily to assist with deal sourcing, due diligence and market intelligence. Carlyle typically retains these operating executives and bears the cost of such retainer fees. Operating executives may also be engaged by, and compensated by, our portfolio companies as directors or to otherwise advise portfolio company management.
Regulatory and Compliance Matters
United States
Our businesses, as well as the financial services industry generally, are subject to extensive regulation in the United States and elsewhere. The Securities and Exchange Commission (the “SEC”),SEC, Commodity Futures Trading Commission (the “CFTC”) and other regulators around the globe have in recent years significantly increased their regulatory activities with respect to alternative asset management firms.
Certain of our subsidiaries are registered as investment advisers with the SEC. Registered investment advisers are subject to the requirements and regulations of the Investment Advisers Act. Such requirements relate to, among other things, fiduciary duties to advisory clients, maintaining an effective compliance program, solicitation agreements, conflicts of interest, recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an adviser and advisory clients and general anti-fraud prohibitions. In addition, our registered investment advisers are subject to routine periodic and other examinations by the staff of the SEC. In accordance with our efforts to enhance our
compliance program and in response to recommendations received from the SEC in the course of routine examinations, certain additional policies and procedures have been put into place, but no material changes to our registered investment advisers’ operations have been made.made as a result of such examinations. Our registered investment advisers also have not been subject to
any regulatory or disciplinary actions by the SEC. Finally, certain of our U.S. and non-U.S. investment advisers are subject to limited SEC disclosure requirements as “exempt reporting advisers.”
TCG Securities, L.L.C. (“TCG Securities”), the affiliate entity through which we conduct U.S.-based marketing and fundraising activities and house our anti-money laundering compliance function, is registered as a limited purpose broker/dealer with the SEC, is a member of the Financial Industry Regulatory Authority (“FINRA”), and is also registered as a broker/dealer in all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and the Virgin Islands. Additionally, TCG Securities operates under thean international broker/dealerbroker-dealer exemption in the Canadian provinces of Alberta, British Columbia, Ontario and Quebec. In June 2014, FINRA approved a license expansion application, enabling TCG Securities to offer and sellacts as a placement agent, on a best efforts basis, for interests in special purpose vehicles, specifically debt and equity tranches of collateralized commodities obligation securities and collateralized loan obligation securities for which TCG Securities’ affiliates serve as collateral manager. In the first half of 2015, TCG Securities intends to submit a Materiality Consultation to FINRA in conjunction with anticipated loan origination and syndication activities to be conducted by a wholly-owned special purpose vehicle, and also submit applications to FINRA to expand its license and approved business activities to engage in mutual fund retailing and active distribution, as well as to administer a bulletin board platform for the Carlyle Matching System, a liquidity program available for certain recent vintage buyoutprivate funds. Our broker/dealer is subject to regulation and examination by the SEC, as well as by the state securities regulatory agencies. Additionally, FINRA, a self-regulatory organization that is subject to SEC oversight, maintains regulatory authority over all securities firms doing business with the public in the United States (including our broker/dealer), adopts and enforces rules governing the activities of its member firms and conducts cycle examinations and targeted sweep inquiries on issues of immediate concern, among other roles and responsibilities. Our broker/dealer is subject to routine periodic and other examinations by the staff of FINRA. No material changes to our broker/dealer's operations have been made as a result of such examinations.
Broker/dealers are subject to rules relating to transactions on a particular exchange and/or market, and rules relating to the internal operations of the firms and their dealings with customers including, but not limited to the form or organization of the firm, qualifications of associated persons, officers and directors, net capital and customer protection rules, books and records and financial statements and reporting. In particular, as a result of its registered status, TCG Securities is subject to the SEC’s uniform net capital rule, Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (“the Exchange(the “Exchange Act”), which specifies both the minimum level of net capital a broker/dealer must maintain relative to the scope of its business activities and net capital liquidity parameters. The SEC and FINRA require compliance with key financial responsibility rules, including maintenance of adequate funds to meet expenses and contractual obligations, as well as early warning rules that compel notice to the regulators via accelerated financial reporting anytime a firm’s capital falls below the minimum required level. The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific notice provisions. Finally, compliance with net capital rules may also limit a firm’s ability to expand its operations, particularly to those activities that require the use of capital. To date, TCG Securities has not had any capital adequacy issues and is currently capitalized in excess of the minimum maintenance amount required by regulators.
In 2013,late 2017, we launched twofiled a new membership application with FINRA for TCG Capital Markets LLC and contemporaneously applied for registration of this entity as a broker/dealer with the SEC. Upon effective registration with the SEC and membership with FINRA, TCG Capital Markets will operate as part of the Global Credit business developmentand will engage in the placement of securities of corporate issuers in private transactions, among other related activities.
Carlyle Global Credit Investment Management L.L.C. one of our subsidiaries, serves as investment adviser to certain closed-end investment companies which entitieshave elected, or intend to elect, to be regulated as under the Investment Company Act. Accordingly, these BDCs are, or are expected to be, subject to all relevant provisions under the 1940Investment Company Act as registered investment companies. In 2014, we launched a mutual fund platform comprising two funds, each a separate series of an open-ended, management investment company formed as a Delaware statutory trust. The mutual funds are subject to all relevant provisions under the 1940 Act as registered investment companies. The 1940 Act and the rules thereunder regulate the relationship between a registered investment company and its investment adviser and prohibit or severely restrict principal transactions and joint transactions.
In 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Commodity Exchange Act to expand the CFTC’s regulatory jurisdiction with respect to certain derivative instruments, including swaps. In 2012, the CFTC rescinded an exemption from CFTC registration traditionally relied upon by private fund managers, narrowed an exception related to registered investment companies and amended related rules and guidance. As a result of these changes, managers of certain pooled investment vehicles with exposure in commodity interests now may be required to register with the CFTC as commodity pool operators (“CPOs”) and/or commodity trading advisors (“CTAs”) and become members of the National Futures Association (the “NFA”). As such, certain of our or our subsidiaries’ risk management or other commodities interest-related activities may be subject to CFTC oversight. Consequently, certain CFTC rules expose alternative asset managers, such as us, to increased registration and reporting requirements in connection with transactions in futures, swaps and other derivatives regulated by CFTC. Consequently, each of Carlyle Global Market Strategies Investment Management (“CGMSIM”), DGAM, ESG, Emerging Sovereign Partners LLC (“ESP”) and Vermillion is a NFA member and is registered with the CFTC as a CPO and/or CTA. In addition, certain Carlyle personnel are registered with the CFTC as Principals of certain of these entities.CFTC. These regulations have required us to reassess certain business practices related to our pooled vehicles, consider registration of additionalcertain entities with the CFTC or file for additional exemptions from such registration requirements.
In addition, as a result of their commodities interest-related activities, certain of our entities also may be subject to a wide range of other regulatory requirements, such as:
potential compliance with certain commodities interest position limits or position accountability rules;
administrative requirements, including recordkeeping, confirmation of transactions and reconciliation of trade data; and
mandatory central clearing and collateral requirements.
In addition, many Carlyle vehicles are subject to the Internal Revenue Service (“IRS”) Foreign Account Tax Compliance Act (“FATCA”) tax regulations intended to address tax compliance issues associated with U.S. taxpayers with foreign accounts. FATCA requires “foreign financial institutions” to report to the IRS information about financial accounts held by U.S. taxpayers and imposes due diligence, withholding, documentation and reporting requirements on such entities. FATCA has a staged implementation, with certain aspects applicable to Carlyle beginning in July 2014. In many instances, however, the precise nature of what needsthe FATCA-related requirements to be implemented will bewhich Carlyle is subject is governed by bilateral Intergovernmental Agreements (“IGAs”) between the United States and the countries in which Carlyle does business. Among other things, FATCA could cause Carlyle to incur significant administrative and compliance costs and subject investors within certain Carlyle funds to incur additional tax withholding.
United Kingdom and the European Union
CECP Advisors LLP (“CECP”), one of our subsidiaries is authorized in the United Kingdom, underis authorized and regulated by the Financial Conduct Authority (the “FCA”). CECP operates in accordance with the Financial Services and Markets Act 2000 (the “FSMA”) and, which is the United Kingdom’s implementing legislation for the European Markets in Financial Instruments Directive (“MiFID”). CECP has permission to engage in a number of corporate finance activities regulated under the FSMA, including advising on, and arranging deals in relation to certain types of, investments. CECP is only permitted to carry out these activities in relation to eligible counterparties and professional clients. CECP has registered a branch office in Ireland in connection with Carlyle’s investment activities in that country. CELF Advisors LLP (“CELF”), another one of our subsidiaries is authorized in the United Kingdom, is also authorized and regulated by the FCA under the FSMA and has permission to engage in a number of activities regulated under the FSMA, including making arrangements with a view to transactions in investments, advising on, managing and arranging deals in relation to certain types of investments, dealing in investments as agent and arranging safeguarding and administration of assets. CELF is only permitted to carry out these activities in relation to eligible counterparties and professional clients. The FSMA and related rules govern most aspects of investment businesses, including sales, research and trading practices, provision of investment advice, corporate finance, use and safekeeping of client funds and securities, regulatory capital, record keeping, margin practices and procedures, approval standards for individuals, anti-money laundering, periodic reporting and settlement procedures.
The Financial Conduct AuthorityFSMA says that any firm or individual which carries out a regulated activity in the United Kingdom must be authorized or regulated by the FCA, unless they are exempt. The FCA is responsible for administering these requirements andmonitoring regulated entities’ compliance with them.the FSMA. Violations of these requirements may result in censures, fines, imposition of additional requirements, injunctions, restitution orders, revocation or modification of permissions or registrations, the suspension or expulsion from certain “controlled functions” within the financial services industry of officers or employees performing such functions or other similar consequences.
In 2014, various aspectsSimilar to the United States, jurisdictions outside the United States in which we operate, in particular Europe, have become subject to extensive further regulation. Governmental regulators and other authorities in Europe have proposed or implemented a number of initiatives and additional rules and regulations that could adversely affect our business. Certain of our subsidiaries are subject to compliance requirements in connection with the Alternative Investment Fund Managers Directive (the “AIFMD”), which generally became effective in countries across the European Economic Area (the “EEA”). In general, in 2014. The AIFMD imposes significant regulatory requirements on alternative investment fund managers operating or marketing funds to investors within the EEA, as well as prescribing certain conditions with regard to regulatory standards, cooperation and transparency that must be satisfied for non-EEA fund managers to market or manage alternative investment funds into EEA jurisdictions. Authorization under the AIFMD regulates certain managersis currently available only to EEA fund managers. One of Carlyle’s subsidiaries, AlpInvest, obtained such authorization in 2015. As such, AlpInvest is licensed as an alternative investment fund manager under the AIFMD by the Authority for Financial Markets in the Netherlands (the “AFM”). AlpInvest is also licensed by the AFM to provide investment management services under the Markets in Financial Instruments Directive. In early 2018 one of our subsidiaries, CIM Europe S.a.r.l., was authorized as an alternative investment fund manager under the AIFMD in Luxembourg. Carlyle’s other subsidiaries that manage or market alternative investment funds that are managed or marketed in the EEA (including certain investment funds domiciled outsidecurrently do so in accordance with the national private placement regimes of EEA). Generally, the AIFMD has a staged implementation until 2018.various EEA jurisdictions. Compliance with the AIFMD’sapplicable AIFMD requirements may restrict Carlyle’s fund marketing strategy and will place additional compliance obligations in the form of remuneration policies, capital requirements, reporting requirements, leverage oversight and liquidity management.
Additionally, during 2014, certain of our subsidiaries are subject to various aspects of the European Market Infrastructure Regulation (“EMIR”) were implemented.. Among other things, EMIR imposes a set of requirements on European Union derivatives activities, including risk mitigation, risk management, regulatory reporting and margin and clearing requirements. Given the global scale of the derivatives activity of various Carlyle entities, the various regulatory regimes to which Carlyle is subject could result in duplication of administration and increased transaction costs related to such derivatives activities.
As outlined above, certain of our European subsidiaries must comply with the pan-European regime established by MiFID, which regulates the provision and conduct of investment services and activities throughout the EEA. MiFID sets out detailed requirements governing the organization and conduct of business of investment firms, regulated markets and certain other entities such as credit institutions to the extent they perform investment services or activities. It also includes pre- and post-trade transparency requirements for transactions within scope. MiFID has been substantially amended by Directive 2014/65/EU and Regulation 600/2014/EU (collectively referred to as “MiFID II”) that, save for certain provisions, has been effective from January 3, 2018. MiFID II is designed to amend the functioning of financial markets in light of the financial crisis and to strengthen investor protection. MiFID II has extended the MiFID requirements in a number of areas including market structure requirements, new and extended requirements in relation to transparency and transaction reporting, revised rules on research and inducements and product governance requirements. MiFID II has therefore imposed further compliance requirements on CECP, CELF and AlpInvest.
In addition, effective May 2018, the EU’s General Data Protection Regulation (“GDPR”) will strengthen and unify data protection rules for individuals within the EU. GDPR also addresses the export of personal data outside the EU. The primary objectives of GDPR are to give citizens control of their personal data and to simplify the regulatory environment for international businesses by unifying data protection regulation within the EU. Compliance with the stringent rules under GDPR requires an extensive review of all of our global data processing systems and vendor relationships.
Other Jurisdictions
Certain of our subsidiaries are subject to registration and compliance with laws and regulations of non-U.S. governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, investment advisory services and the marketing of investment products, and any failure to comply with these regulations could expose us to liability and/or damage our reputation. Certain of our private funds are also required to comply with the trading and disclosure rules and regulations of non-U.S. securities regulators.
The Organization for Economic Cooperation and Development (the “OECD”) has developed Common Reporting Standard (“CRS”) rules for the automatic exchange of FATCA-like financial account information amongst OECD member states. Like FATCA, CRS imposes certain due diligence, documentation and reporting requirements on various Carlyle entities. While CRS does not contain a potential withholding requirement, non-compliance could subject Carlyle to certain reputational harm.
Carlyle Hong Kong Equity Management Limited is licensed by the Hong Kong Securities and Futures Commission to carry on Type 1 (dealing in securities) regulated activity in respect of professional investors.
Carlyle Japan Asset Management YK is registered as an investment adviser with the Japan Financial Services Agency.
Carlyle Mauritius Investment Advisor Limited and Carlyle Mauritius CIS Investment Management Limited are licensed providers of investment management services in the Republic of Mauritius and are subject to applicable Mauritian securities laws and the oversight of the Financial Services Commission. In addition, Carlyle Mauritius Investment Advisor Limited holds a “Foreign Institutional Investor” license from the Securities and Exchange Board of India, which entitles this entity to engage in limited activities in India.
Carlyle Australia Equity Management Pty Limited is licensed by the Australian Securities and Investments Commission as an Australian financial services licensee and is authorized to carry on a financial services business to provide advice on and deal in financial products (managed investment schemes and securities) for wholesale clients.
Carlyle MENA Investment Advisors Limited, a company limited by shares in the Dubai Financial Centre, holds a Category 3C license issued by the Dubai Financial Services Authority and is authorized to arrange credit or deal in investments, advise on financial products or credit and manage collective investment funds.
Carlyle Real Estate SGR S.p.A. holds an authorization from the Bank of Italy to carry on fund management and real estate activities.
Carlyle Singapore Investment Advisors Pte Limited holds a capital markets license and an exempt financial adviser status with the Monetary Authority of Singapore to carry on fund management and dealing in securities activities in respect of institutional and accredited investors.
Carlyle South Africa Advisors (Proprietary) Limited, a limited company incorporated in the Republic of South Africa, is licensed as a Category 1 Authorised Financial Services Provider under the Financial Advisory and Intermediary Services Act (No. 37 of 2002) and is thereby regulated by the Financial Services Board in South Africa.
Claren RoadCarlyle Global Credit Asia Limited is licensed by the Hong Kong Securities and Futures Commission to carry on Type 9 (asset management) regulated activity in respect of asset management activities to professional investors.
Diversified Global Asset Management
Carlyle Real Estate SGR S.p.A. holds an authorization from the Bank of Italy to carry on fund management and real estate activities, which license was extended in 2017 to carry out AIFMD compliant fund management and real estate activities.
AlpInvest Partners Limited is licensed by the OntarioHong Kong Securities and Futures Commission as an exempt market dealer, as an adviserto carry on Type 1 (dealing in securities) regulated activity in respect of professional investors.
In connection with the categorywind down of portfolio manager and as anits operations, DGAM surrendered its investment fund manager and by the Autorité des Marchés Financier in Québec as an adviser in the category of portfolio manager and as an investmentlicenses, but it will retain its exempt market dealer license to facilitate certain Carlyle fund manager.
Vermillion Shanghai is licensed as a registered commodities trading companymarketing activities in the Free Trade Zone in Shanghai, China. Pursuant to this registration, Vermillion Shanghai is permitted to import and export physical commodities, partake in onshore and bonded physical commodities market and trade commodity derivatives on China’s domestic exchanges, including but not limited to the Shanghai Futures Exchange, Zhengzhou Commodities Exchange, and the Dalian Commodities Exchange.Canada.
TCG Gestor is licensed by the Securities & Exchange Commission of Brazil as an investment adviser.
AlpInvest is registered as a cross-border discretionary investment management company with the Financial Supervisory Service of South Korea.
In addition, we and/or our affiliates and subsidiaries may become subject to additional regulatory demands in the future to the extent we expand our investment advisory business in existing and new jurisdictions. There are also a number of pending or recently enacted legislative and regulatory initiatives in the United States and around the world that could significantly impact our business. See “Item 1A. Risk Factors—RisksFactors-Risks Related to our Company—Company- Extensive regulation in the United States and abroad affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties,” “—Regulatory“-Regulatory changes in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business” and “—Recent regulatory changes“-Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.”
Our businesses have operated for many years within a framework that requires our being able to monitor and comply with a broad range of legal and regulatory developments that affect our activities and we take our obligation to comply with all such laws, regulations and internal policies seriously. Our reputation depends on the integrity and business judgment of our employees and we strive to maintain a culture of compliance throughout the firm. We have developed, and adhere to, compliance policies and procedures such as codes of conduct, compliance systems, education and communication of compliance matters. These policies focus on matters such as insider trading, anti-corruption, document retention, conflicts of interest and other matters. Our legal and compliance team monitors our compliance with all of the legal and regulatory requirements to which we are subject and manages our compliance policies and procedures. Our legal and compliance team also monitors the information barriers that we maintain to restrict the flow of confidential information, including material, nonpublic information, across our business. Our enterprise risk management function analyzes our operations and investment strategies to identify key risks facing the firm and works closely with the legal and compliance team to address them. The firm also has an independent and objective internal audit department that employs a risk-based audit approach that focuses on
Sarbanes-Oxley compliance, enterprise risk management functions and other areas of perceived risk and aims to give management and the boardBoard of directorsDirectors of our general partner reasonable assurance that our risks are well managed and controls are appropriate and effective.
Website and Availability of SEC Filings
Our website address is www.carlyle.com. We make available free of charge on our website or provide a link on our website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the “Financial Information” portion of our “Public Investors” page on our website, and then click on “SEC Filings.” You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, DC 20549. Call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, the reports and other documents we file with the SEC are available at a website maintained by the SEC at www.sec.gov.
We use our website (www.carlyle.com), our corporate Facebook page (https://www.facebook.com/pages/The-Carlyle-Group/103519702981?rf=110614118958798)onecarlyle/) and our corporate Twitter account (@OneCarlyle) as channels of distribution of material company information. For example, financial and other material information regarding our company is routinely posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alert Subscription” section at https:http://ir.carlyle.com/alerts.cfm?.alerts.cfm. The contents of our website
and social media channels are not, however, a part of this Annual Report on Form 10-K and are not incorporated by reference herein.
The Carlyle Group L.P. was formed in Delaware on July 18, 2011. Our principal executive offices are located at 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004-2505.
ITEM 1A. RISK FACTORS
Risks Related to Our Company
Adverse economic and market conditions could negatively impact our business in many ways, including by reducing the value or performance of the investments made by our investment funds and reducing the ability of our investment funds to raise or deploy capital, and impacting our liquidity position, any of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.
Our business is materially affected by conditions in the global financial markets and economic conditions or events throughout the world that are outside of our control, including, but not limited to, changes in interest rates, availability of credit, inflation rates, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations on alternative asset managers)the financial industry), disease, trade barriers, commodity prices, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity and the value of investments, and we may not be able to or may choose not to manage our exposure to these market conditions and/or other events. In the event of a market downturn, each of our businesses could be affected in different ways.
Global financialOver the twelve months ending in January 2018, the S&P 500 and many other global stock market indexes returned nearly 25%, pushing public stock market multiples to near 17-year highs. At the start of February, the markets have experienced a heightened level of volatility in recent years, includingconnection with a widespread sell-off. The sell-off has been broad-based across equity sectors and regions, sending indexes in the JuneU.S. and Asia into correction territory amid declines of at least 10% from a recent peak. The stock market correction has come despite strong growth in corporate earnings and upward revisions to Septemberforward-looking earnings estimates. As a result, bonds have also declined in value and this sell-off bears some similarities to the “taper tantrum” of 2013, period following suggestionswhen the market value of both the 10-year Treasury and S&P 500 declined by 6% on fears that the United States Federal Reserve System might “taper” asset purchases,would tighten policy more than previously anticipated. When the United States Federal Reserve clarified its policy intentions, stock and then again in October 2014 following downgrades tobond markets stabilized. It is possible, however, that the recent market volatility does not subside. If the global economic outlook. Although credit spreads are insidemarkets do not stabilize, it is possible sellers may readjust their valuations and attractive investment opportunities may become available. On the other hand, the valuations of historical averagescertain assets we planned to sell in the near future could be negatively impacted.
Market volatility could adversely affect our fundraising efforts in several ways. Investors often allocate to alternative asset classes (including private equity) based on a target percentage of their overall portfolio. If the value of an investor’s portfolio decreases as a whole, the amount available to allocate to alternative assets (including private equity) could decline. Further, investors often evaluate the amount of distributions they have received from existing funds when considering commitments to new funds. General market volatility and/or a reduction in distributions to investors could cause investors to delay making new commitments to investment funds. With several large buyout funds in the market, a decrease in the amount an investor commits to our funds could have an impact on the ultimate size of the fund and all-inamount of management fees we generate.
The availability and cost of financing costs are below those prevailing priorfor significant acquisition and disposition transactions could be impacted by heightened concerns around increases in interest rates. In the United States, short-term interest rates have risen by 90 to the financial crisis, there is concern that the favorability of market conditions may be dependent on continued monetary policy accommodation from central banks, especially120 basis points (bps) since the U.S. Federal Reserve. As the U.S. Federal Reserve ended its asset purchase programpresidential election in the fourth quarterNovember 2016, with 10 to 20 bps of 2014such amount attributable to increases seen between January 1, 2018 and signaled its intention to raise policy interest rates in 2015, this withdrawal of monetary accommodation could have unpredictable consequences for credit markets. Such unpredictability could create volatility in the debt financing market and could negatively impact our business.February 8, 2018. The increase in the foreign exchange value of the U.S. dollar could also result in financial market dislocations that could negatively impact deal finance conditions. The fall in the price of oil may increase default risk among energy credits, including sovereign borrowers, and increase the cost or availability of financing for our transactions. Economic activity and employment in developed economies remain below levels implied by pre-recession trends and financial institutions have not provided debt financing in amounts and on terms commensurate with that provided prior to 2008, particularly in
Europe. Such continued weakness could result in lower investment returns than we anticipated at the time we consummated some of our investments.
Interest rates have been at historically low levels for the last few years. These rates may remain relatively low or rise in the future and a period of sharply risingbase interest rates could have an adverse impact on our business. To(Treasury and swaps) has not yet materially affected the extent interest rates riseon speculative grade debt because credit spreads had been tightening over the past year. However, if credit markets continue to weaken, it is possible that we and our investment funds may not be able to consummate significant acquisition and disposition transactions on acceptable terms or at all if we or our funds are unable to finance these types of transactions on attractive terms or if the counterparty to the transaction is unable to secure suitable financing. If there is a reductiongeneral slowdown in global merger and acquisition activity due to the lack of availability of suitable financing, the value of our portfoliothis could be adversely impacted. To address the near-term potential impact from an increasecause a slowdown in rates, our portfolio companies have been refinancing and extending their debt when possible.
In 2014, we invested approximately $10 billion through our carry funds in more than 200 transactions. This is more than our average investment pace for the last two years. In the event that our investment pace, slows, itwhich in turn could have an adverse impact on our ability to generate future performance fees and to fully invest the available capital in our funds. Our funds may also be affected by reducedand reduce opportunities to exit and realize value from their investments via a sale or merger upon a general
our fund investments. A slowdown in corporate mergers and acquisitions activity. Additionally, we may not be able to find suitable investments for the funds to effectively deploydeployment of our available capital and these factors could also adversely affect the timing of and our ability to raise newand the timing of raising successor investment funds. In 2017, we invested a record $22 billion through our carry funds.
During periods of difficult market conditions or slowdowns (which may occur across one or more industries or geographies), our funds’ portfolio companies may experience adverse operating performance, decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. Negative financial results in our funds’ portfolio companies may result in less appreciation across the portfolio and lower returns in our funds, which could materially and adversely affect our ability to raise new funds as well as our operating results and cash flow. During such periods of weakness, our funds’ portfolio companies may also have difficulty expanding their businesses and operations or meeting their debt service obligations or other expenses as they become due, including expenses payable to us. Furthermore, such negative market conditions could potentially result in a portfolio company entering bankruptcy proceedings, or in the case of certain Real Assetsreal estate funds, the abandonment or foreclosure of investments, thereby potentially resulting in a complete loss of the fund’s investment in such portfolio company or real assets and a significant negative impact to the fund’s performance and consequently our operating results and cash flow, as well as to our reputation. In addition, negative market conditions would also increase the risk of default with respect to investments held by our funds that have significant debt investments, such as our GMSGlobal Credit funds. Performance in our hedge fund and hedge fund of funds businesses may be impacted by increased market volatility and certain other factors, that could have a negative impact on the level and pace of subscriptions or redemptions to those businesses.
Finally, during periods of difficult market conditions or slowdowns, our fund investment performance could suffer, resulting in, for example, the payment of less or no performance fees to us or the creation of the obligation to repay performance fees previously received by us. The payment of less or no performance fees could cause our cash flow from operations to significantly decrease, which could materially and adversely affect our liquidity position and the amount of cash we have on hand to conduct our operations and to distribute to our unitholders. The generation of less performance fees could also impact our leverage ratios and compliance with our term loan covenants. Having less cash on hand could in turn require us to rely on other sources of cash (such as the capital markets, which may not be available to us on acceptable terms or at all) to conduct our operations, which include, for example, funding significant general partner and co-investment commitments to our carry funds and fund of funds vehicles.funds. Furthermore, during adverse economic and market conditions, we might not be able to renew or refinance all or part of our credit facility or find alternate financing on commercially reasonable terms. As a result, our uses of cash may exceed our sources of cash, thereby potentially affecting our liquidity position.
Changes in the debt financing markets could negatively impact the ability of certain of our funds and their portfolio companies to obtain attractive financing or re-financing for their investments and could increase the cost of such financing if it is obtained, which could lead to lower-yielding investments and could potentially decreasingdecrease our net income.
A significant contraction in the market for debt financing, such as the contraction that occurred in 2008 and 2009, or other adverse change relating to the terms of such debt financing, with, for example,including higher interest rates higherand equity requirements and/orand more restrictive covenants, particularly in the area of acquisition financings for leveraged buyout and real assets transactions, could have a material adverse impact on our business. In the eventbusiness and that certain of our investment funds and their portfolio companies. Regulatory changes that constrain banks’ ability to provide debt financing also could have a material adverse impact on our business and that of our investment funds and their portfolio companies. If our funds are unable to obtain committed debt financing for potential acquisitions or canare only able to obtain debt financing at an increasedunfavorable interest raterates or on unfavorable terms, certain of our funds may have difficulty completing acquisitions that may have otherwise been profitable or if completed, such acquisitions or maycould generate profits that are lower than would otherwise be the case, eitherexpected profits, both of which could lead to a decrease in our net income. Starting in the income earnedthird quarter of 2015 and continuing through the first quarter of 2016, we experienced a period of elevated pricing for, and more limited access to, the high yield debt used in many of our buyout transactions. During that period, it was widely reported that the banks that committed to finance certain debt related to a large acquisition by us. Similarly,one of our investment funds were unable to syndicate the debt because credit markets weakened and investor demand for financing waned. Due to unfavorable market conditions, our investment funds paid higher interest rates than originally anticipated, though the total amount of debt required for the transaction was reduced. At this point, we have seen a modest impact on the debt financing markets in response to the recent market sell-off. It is possible, however, that the debt financing markets could be adversely impacted.
Our funds’ portfolio companies also regularly utilize the corporate debt markets in order to obtain financing for their operations. ToStarting in the extentsecond quarter of 2017 and throughout 2017, credit has been available on increasingly attractive terms. In early February, we have seen a modest weakening in credit markets. It is possible that future tightening in the credit markets could render suchdebt financing difficult to obtain, less attractive or more expensive, thiswhich may negatively impact the operating performance of thoseour portfolio companies and, therefore,who use debt to fund certain of their operations. This may result in a negative impact on the investment returns of our funds. In addition, to the extent that the marketsif market conditions make it difficult or impossible to refinance debt that is maturing in the near term, some of our portfolio companies’ operations may be negatively impacted or our portfolio companies may be unable to repay suchtheir debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.
Our use of leverage and earn-out payments may expose us to substantial risks.
We use indebtedness as a means to finance our business operations, which exposes us to the risks associated with using leverage. We are dependent on financial institutions such as global banks extending credit to us on reasonable terms to finance our business. There is no guarantee that such institutions will continue to extend credit to us or will renew the existing credit agreements we have with them, or that we will be able to refinance our outstanding notes or other obligations when they mature. In addition, the incurrence of additional debt in the future could result in downgrades of our existing corporate credit ratings, which could limit the availability of future financing and/or increase our cost of borrowing. As borrowings under our credit facility or any other indebtedness mature, we may be required to either refinance them by entering into a new facility, which could result in higher borrowing costs, issuing additional debt or issuing additional equity, which would dilute existing unitholders. We could also repay them by using cash on hand, cash provided by our continuing operations or cash from the sale of our assets, which could reduce distributions to our unitholders. We could have difficulty entering into new facilities or issuing debt or equity securities in the future on attractive terms, or at all.
From time to time we may access the capital markets by issuing debt securities. For example, in January 2013, we issued $500 million aggregate principal amount of ten-year senior notes at a rate of 3.875%. In March 2013, we issued $400 million aggregate principal amount of thirty-year senior notes at a rate of 5.625% and in March 2014, we issued an additional $200 million aggregate principal amount of thirty-year senior notes at a rate of 5.625%. We may also access the capital markets by issuing preferred units. In September 2017, we issued 16,000,000 5.875% Series A Preferred Units. We also have a credit facility that provides for a term loan (of which $25.0 million was outstanding as of December 31, 2014)2017) and revolving credit borrowings that has a final maturity date of August 9, 2018.May 5, 2020. The credit facility contains financial and non-financial covenants with which we need to comply to maintain access to this source of liquidity. Non-compliance with any of the financial or non-financial covenants without cure or waiver would constitute an event of default, and an event of default resulting from a breach of certain financial or non-financial covenants could result, at the option of the lenders, in an acceleration of the principal and interest outstanding, and a termination of the revolving credit facility. In addition, to the extent we incur additional debt relative to our current level of earnings or experience a decrease in our level of earnings, our credit rating could be adversely impacted, which would increase our interest expense.
expense under our credit facility. In addition, as part of the consideration for several of the new businesses we have acquired, we expect to incur future expenses related to these acquisitions including amortization of acquired intangibles, cash- and equity-based earn-out payments and fair value adjustments on contingent consideration issued. For example, we have used earn-out payments in our recent acquisitions to better align the interests of the managers of the acquired businesses with our interests. We have substantial earn-out payments due over the next several yearsSeptember 2017 in connection with our strategic investment in NGP and acquisitionsissuance of Claren Road, ESG, Metropolitan and DGAM. ReferSeries A Preferred Units, Standard & Poor's downgraded our Long Term Issuer Default Rating from "A-" to Note 3, Note 6, and Note 9 to"BBB+" based primarily on its assessment of our consolidated financial statements included in this Annual Report on Form 10-K for additional information. If our acquisitions do not perform as anticipated, we may not be required to fund these earn-out payments. However, to the extent the performance of an acquisition is significantly below plan, it may be an indication that any goodwill or acquired intangible assets from the acquisition is impaired. An impairment of intangible assets or goodwill would be recognized as an expense on our income statement. For example, we recognized impairment charges totaling $66.2 million during 2014 related to the impairment of certain acquired intangible assets. See “Risks Related to our Business — We may not be successful in expanding into new investment strategies, markets and businesses, which could adversely affect our business, results of operations and financial condition.”leverage ratio. In October 2017, Fitch's reaffirmed its "BBB+" stable rating.
Our revenue, earnings and cash flow are variable, which makes it difficult for us to achieve steady earnings growth on a quarterly basis.
Our revenue, earnings and cash flow are variable. For example, our cash flow fluctuates sincebecause we receive carried interest from our carry funds and fund of funds vehicles only when investments are realized and achieve a certain preferred return. In addition, transaction fees received by our carry funds can vary from quarter-to-quarter and year-to-year depending on our level of investment activity. In 2014, we received $39.2 million in transaction fees from our U.S. and European buyout funds and our total transaction fees increased $28.5 million from those we received in 2013.
We may also experience fluctuations in our quarterly and annual results, including our revenue and net income, due to a number of other factors, including changes in the carrying values and performance of our funds’ investments that can result in significant volatility in the carried interest that we have accrued (or as to which we have reversed prior accruals) from period to period, as well as changes in the amount of distributions, gains, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions. The valuations of investments made by our funds could also be impacted by changes, or anticipated changes, in government policy, including policies related to tax reform, financial services regulation, international trade, immigration, healthcare, labor, infrastructure and energy. For instance, during the 2008 and 2009 economic downturn, we recorded significant reductions in the carrying values of many of the investments of the investment funds we advise. The carrying value of fund investments, particularly the public portion of our carry fund portfolios, may be more variable during times of market volatility. As of December 31, 2014, 30%2017, 14% of our CPE, Real Assets and Global Credit carry fund portfolio was in public securities. Our hedgesecurities, which is a decrease from 17% of this portfolio that was held in public securities at December 31, 2016. In addition, transaction fees earned by our carry funds can vary from quarter-to-quarter and year-to-year depending on the nature of the investments in any given period. For example, in 2017, we earned approximately $27 million in transaction fees from our carry funds, which was a decrease of approximately $4 million as compared to the total transaction fees we earned in 2016 of approximately $31 million, but was still up significantly from the total transaction fees of approximately $10 million we earned in 2015. The decrease was due to greater investment activity, primarily in our U.S. buyout funds, in 2016 as compared to 2017. Going forward, we anticipate a general decline in net transaction fees earned as certain carry funds that are actively fundraising have increased the percentage of transaction fees that are shared with fund performance may depend on idiosyncratic factors regarding security selection and other factors that can affect overall investment performance, which can impact our incentiveinvestors from 80% to 100% of the fees and the level and pace of subscriptions and redemptions. Such variabilitywe generate. See “—A decline in the timing and amountpace or size of investments by our accruals and realizations of carried interest, performance fees and transaction fees may lead to volatility in the trading price of our common units and cause our
results and cash flow for a particular period not to be indicative of our performance in a future period. Because of this volatility, we may not achieve steady growth in net income and cash flow on a quarterly basis, whichcarry funds could in turn lead to adverse movements in the price of our common units or increased volatilityresult in our common unit price generally.receiving less revenue from transaction fees”.
During periods in which a significant portion of our AUM is attributable to carry funds and fund of funds vehicles or their investments that are in the fundraising period or are in the investment periodsperiod that precedeprecedes harvesting, as has been the case from time to time, we may receive substantially lower distributions. During 2017, our fee-earning assets under management decreased as our existing funds
continued to harvest investments, and the capital that was raised for our successor funds has not yet been activated. Higher fundraising activity also generates incremental expenses and, as new capital commitments may not immediately generate fees until they activate management fees, which means that we could incur fundraising related costs ahead of generating revenues. Moreover, even if an investment proves to be profitable, it may be several years before any profits can be realized in cash. A downturn in the equity markets also makes it more difficult to exit investments by selling equity securities at a reasonable value. If we were to have a realization event in a particular quarter, that event may have a significant impact on our quarterly results and cash flow for that particular quarter and may not be replicated in subsequent quarters. We cannot predict precisely when, or if, realizations of investments will occur, where a fund will be in its lifecycle when the realizations occur or whether a fund will realize carried interest. For example, in 2013 and 2012 as compared to 2011, several of our portfolio companies engaged in recapitalization transactions, thereby returning capital to the investors in those companies. Many of these transactions, however, did not produce realized carried interest.
We recognize revenue on investments in our investment funds based on our allocable share of realized and unrealized gains (or losses) reported by such investment funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue, which could further increase the volatility of our quarterly results and cash flow. Because our carry funds and fund of funds vehicles have preferred investor return thresholds that need to be met prior to us receiving any carried interest, declines in, or failures to increase sufficiently the carrying value of, the investment portfolios of a carry fund or fund of funds vehicle may delay or eliminate any carried interest distributions paid to us inwith respect ofto that fund or vehicle.fund. This is because the value of the assets in the fund or vehicle would need to recover to their aggregate cost basis plus the preferred return over time before we would be entitled to receive any carried interest from that fund or vehicle.
The timing and receipt of realized carried interest also varies with the life cycle of our carry funds and there is often a difference between the time we start accruing carried interest for financial reporting purposes and the realization and distribution of such carried interest. However, performance fees are ultimately realized when (i) an investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the investment fund’s cumulative net returns are in excess of the preferred return and (iv) we have decided to collect carried interest rather than return additional capital to limited partner investors. In deciding to realize carried interest we consider such factors as the level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to limited partner investors, the length of time the fund has been in carry, and other qualitative measures. When a fund enters into a position to take carried interest, we are generally entitled to a disproportionate “catch-up” level of profit allocation for a period before the amount of profit allocation to which we are entitled returns to a more normalized level. For example, for financial reporting purposes,during the period from late 2013 to early 2015, we started accruingbenefited from “catch-up” realized carried interest on some of our largest funds, but in respect2016 and 2017 we did not benefit from "catch-up" realized carried interest to the extent we had in prior years. In certain circumstances, we may also need to reduce the amount of CAP III and CEP IIIrealized carried interest we receive in the fourth quarter of 2013, which resulted in a cumulative catch-up of carried interest. Throughout 2014, CAP III and CEP III remained in a carry position, but profits were allocated to us in respect of these funds at a more normalized rate (i.e., 20%). In order to maintain a sufficient level of reserves and reduce the risk of potential future giveback obligations, we did not realize any carried interest from CEP III untilobligations. Under the second quarter of 2014, and we have not yet realized any carried interest from CAP III.
With respect to certainterms of the hedge funds and vehicles that we advise,limited partnership agreement for CP V we are entitled to incentivea carried interest equal to 20% of the realized profits of the fund once a preferred return threshold has been met. In 2017, we decided to take carried interest from profitable exits in this fund at a reduced rate to reserve for potential risk in the portfolio and reduce the potential for giveback. See “— Our investors may negotiate to pay us lower management fees that are paid annually, semi-annually or quarterly ifand the net asset valueeconomic terms of an investor's account has increased. The incentive fees we earn are dependent on the net asset valueour future funds may be less favorable to us than those of theseour existing funds, or vehicles, which could lead to volatility inadversely affect our quarterly results and cash flow. These funds also have “high-water mark” provisions whereby if the funds have experienced losses in prior periods, we will not be able to earn incentive fees with respect to an investor’s account until the net asset value of the investor’s account exceeds the highest period end value on which incentive fees were previously paid. For our hedge funds, in making their decision whether to increase or maintain allocations to our funds, our investors may consider, among other factors, the absolute positive performance and relative outperformance and lower volatility versus their respective benchmarks. Several of our hedge funds are currently below their high water marks for the first time since we acquired them. Additionally, redemptions in our hedge funds exceeded subscriptions by $2.2 billion during January 2015.revenues.”
Our fee revenue may also depend on the pace of investment activity in our funds. In many of our carry funds, the base management fee may be reduced when the fund has invested substantially all of its capital commitments or the aggregate fair market value of a fund’s investments is below its cost. We may receive a lower management fee from such funds if there has been a decline in value or after the investing period and during the period the fund is harvesting its investments. As a result, the variable pace at which many of our carry funds invest capital and dispose of investments may cause our management fee revenue to vary from one quarter to the next. Additionally, in certain of our funds that derive management fees only on the basis of invested capital, the pace at which we make investments, the length of time we hold such investment and the timing of dispositions will directly impact our revenues.
The investment period of a fund may expire prior to the raising of a successor fund. Where appropriate, we may work with our limited partners to extend the investment period, which gives us the opportunity to invest any capital that remains in the fund. In general, the end of the original investment period (regardless of whether it is extended) will trigger a change in the capital base on which management fees are calculated from committed capital to invested capital. In some cases, a step-down in the applicable rate used to calculate management fees may also occur.
Our management fee revenues will be reduced by these step-downs in management fee rates or market value declines, and by any reduction of Fee-earning AUM resulting from successful realization activity in our carry funds. For example, the investment periods for many of our large carry funds expired in 2013, which resulted and will continueprior to result in a reduction of the management fees that we receive from those funds. In most cases we have raised or are in the process of raising successor funds to replace these funds. However, to the extent that a successor fund, is smaller than the predecessor fund, has lowerSouth America buyout fund’s original investment period ended in the second half of 2015, resulting in a change from committed capital to invested capital for the management fee terms or there isbase, despite a gap between the expiration ofone-year extension to the investment period of a predecessor fund and the commencement of management fees for a successor fund, our total management fees for that fund family may decline. In some of our hedge funds, a reduction in the value of our Fee-earning AUM could result in a reduction in the management fees and incentive fees we earn from those funds. For example, our AUM in our GMS hedge fund operations declined $1.4 billion from September period.
30 2014 to December 30, 2014 and, due to the effect of the net redemption notifications received during the fourth quarter of 2014, declined an additional $2.2 billion on January 1, 2015, which would negatively impact management fee revenue in our GMS segment if such redemptions are not replaced with subscriptions. In addition, our failure to successfully replace and grow Fee-earning AUM through the integration of recent acquisitions and anticipated new fundraising initiatives could have an adverse effect on our management fee revenue.
We depend on our founders, our Co-Chief Executive Officers and other key personnel, and the loss of their services or investor confidence in such personnel could have a material adverse effect on our business, results of operations and financial condition.
We depend on the efforts, skill, reputations and business contacts of our senior Carlyle professionals, including our founders, Messrs. Conway, D’Aniello and Rubenstein, our co-Chief Executive Officers, Messrs. Lee and Youngkin and other key personnel, including members of our executive group,Executive Group, our management committee, the investment committees of our investment funds and senior investment teams, the information and deal flow they and others generate during the normal course of their activities and the synergies among the diverse fields of expertise and knowledge held by our professionals. OurOn January 1, 2018, Kewsong Lee and Glenn Youngkin became Co-Chief Executive Officers of our firm, Messrs. Conway and Rubenstein transitioned to be Co-Executive Chairmen and Mr. D'Aniello transitioned to be Chairman Emeritus. Mr. Conway also was joined by Peter Clare as Co-Chief Investment Officers as of January 1, 2018. Although our founders have no immediate plans to cease providing servicesremain committed to our business, in these new roles, they will no longer have responsibility for the day-to-day operations of the firm but ourand may choose to pursue philanthropic or other personal endeavors, including personal investment activities, in addition to their roles at Carlyle. Our founders and other key personnel are not obligated to remain employed with us. As part of our on-going succession planning, and tous in their current capacities or at all. To enhance our capabilities, we have and will continue to hire and internally develop senior professionals to assume key leadership positions throughout the firm into the future. Accordingly, theThe efficacy of such future leadership may constitute an adverse risk to our business.
In addition, allAll of the Carlyle Holdings partnership units held by our founders are vested. The majority of the Carlyle Holdings partnership units received by our founders and a portion of the Carlyle Holdings partnership units that other key personnel have received in the reorganization, as described in “Part I. Item 1. Business,” were fully vested(including Mr. Youngkin) at the time of receipt and additionalthe Partnership’s initial public offering are vested, with the unvested portion scheduled to vest in one remaining installment on May 2, 2018. Mr. Lee does not hold any Carlyle Holdings partnership units held by these persons have also subsequently vested.units. In October 2017, we entered into employment agreements with Messrs. Lee and Youngkin. See "Part III. Item 11. Executive Compensation—Employment Agreements and Potential Payments upon Termination or Change in Control." Several key personnel have left the firm in the past and others may do so in the future, and we cannot predict the impact that the departure of any key personnel will have on our ability to achieve our objectives. The loss of the services of any of them could have a material adverse effect on our revenues, net income and cash flow and could harm our ability to maintain or grow AUM in existing funds or raise additional funds in the future. Under the provisionsThe governing agreements of the partnership agreements governing mostmany of our carryinvestment funds the departure of various key Carlyle personnel could, under certain circumstances, relieve fundgenerally require investors of their capital commitments toin those funds if such anto vote to continue the investment period in the event isthat certain "key persons" in our investment funds do not curedprovide the specified time commitment to the satisfaction offund or our firm ceases to control the relevant fund investors within a certain amount of time.general partner. We have historically relied in part on the interests of these professionals in the investment funds’ carried interest and incentive fees to discourage them from leaving the firm. However, to the extent our investment funds perform poorly, thereby reducing the potential for carried interest and incentive fees, their interests in carried interest and incentive fees become less valuable to them and may become a less effective retention tool.
Our senior Carlyle professionals and other key personnel possess substantial experience and expertise and have strong business relationships with investors in our funds and other members of the business community. As a result, the loss of these personnel could jeopardize our relationships with investors in our funds and members of the business community and result in the reduction of AUM or fewer investment opportunities. For example, if any of our senior Carlyle professionals were to join or form a competing firm, that action could have a material adverse effect on our business, results of operations and financial condition. Furthermore, to the extent investors in certain of our hedge fundsopen-ended products have the ability to redeem their investment, the loss of a key manager could trigger redemptions and thus adversely impact the business.
Recruiting and retaining professionals may be more difficult in the future, which could adversely affect our business, results of operations and financial condition.
Our most important asset is our people, and our continued success is highly dependent upon the efforts of our senior Carlyle professionals and other professionals.professionals we employ. Our future success and growth depends to a substantial degree on our ability to retain and motivate our senior Carlyle professionals and other key personnel and to strategically recruit, retain and motivate new talented personnel, including new senior Carlyle professionals. However,The market for qualified investment professionals is extremely competitive and we may not be successful in our efforts to recruit, retain and motivate the required personnel as the market for qualifiedthese professionals.
There are also certain factors that are not within our control that may affect our efforts to recruit, retain and motivate investment professionals, is extremely competitive.
If legislation werein particular as it relates to be enacted bytax considerations regarding carried interest. For example, if the U.S. Congress or state, or local governments or certain foreign governments enacted legislation to treat carried interest as ordinary income rather than as capital gain for tax purposes such legislation would materiallyor impose a surcharge on carried interest, this could result in a material increase in the amount of taxes that we and possibly our unitholders would be required to pay, thereby adversely affectingwhich would in turn affect our ability to recruit, retain and motivate our current and future professionals. See “—Risks Related to U.S. Taxation — Taxation—Our structure involves complex provisions of U.S. federal income tax law and international taxation for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis”
and “—Risks Related to our Company — Although not enacted,Company—In past years, the U.S. Congress has considered legislation that would have: (i) in some cases after a ten-year transition period, precluded us from qualifying as a partnership for U.S. federal income tax purposes or required us to hold carried interest through taxable subsidiary corporations; and (ii) taxed certain income and gains at increased rates.corporations. If any similar legislation were to be enacted and apply to us, the after tax income and gain related to our business could be reduced.” Recently enacted U.S. tax reform legislation, informally known as well asthe Tax Cuts and Jobs Act ("TCJA") includes a provision that changes the treatment of carried interest with respect to an applicable partnership interest from long-term capital gains to short-term capital gains (taxable at ordinary income rates) to the extent such gains relate to property with a holding period not greater than three years, effective for tax years beginning after December 31, 2017. Outside the U.S., in April 2016, the United Kingdom adopted legislation that changed the scope of and tax rate for carried interest, which impacted certain of our investment funds and certain of our London-based investment professionals. There could certainly be other countries that clarify or modify their treatment of carried interest. These types of developments might make it more difficult for us to incentivize, recruit and retain investment professionals, which may have an adverse effect on our ability to achieve our investment objectives. In addition, the after-tax income and gain related to our business, our distributions to common unitholders and the market price of our common units, all could be reduced.” For example, the United Kingdom Government recently proposed legislation which may impact the taxation of carried interest for certain professionals. Moreover, the value of the deferred restricted common units we may issue our senior Carlyle professionals at any given time may subsequently fall (as reflected in the market price of our common units), which could counteract the intended incentives.
All of the Carlyle Holdings partnership units received by our founders as part of the reorganization we undertook at the time of our initial public offering are fully vested. All of the Carlyle Holdings partnership units received by our other employees in exchange for their interests in carried interest owned at the fund level relatingWe have granted and expect to investments made by our carry funds prior to the date of the reorganization are fully vested. Of the outstanding Carlyle Holdings partnership units, excluding those held by Messrs. D’Aniello, Conway, Rubenstein and by Mubadala, 60% are fully vested and 40% are unvested as of December 31, 2014. The unvested Carlyle Holdings units generally will vest in equal installments over the next 4 years on each anniversary of our initial public offering. At the time of the initial public offering, we granted 17,113,755 deferred restricted common units to our employees undergrant equity awards from our Equity Incentive Plan, and 361,238 phantom deferred restricted common units. These deferred restricted common units and phantom units issuedwhich has caused dilution. While we evaluate the grant of equity awards from our Equity Incentive Plan to employees aton an annual basis, the time of our initial public offering generally vest over a period of six years on each anniversary datesize of the offering. Sincegrants, if any, is made at our initial public offeringdiscretion. If we have issued and expect to continue to issue additionalincrease the use of equity to retainawards from our employees.Equity Incentive Plan in the future, expenses associated with equity-based compensation may increase materially. In 2014,2017, we incurred equity compensation expenses of $55.3$183 million in connection with grants of deferred restricted common units. We did not issue any deferred restricted phantom units granted at the initial public offering and $80.3 million in connection with grants issued after such offering, and2017. The value of our common units may drop in value or be volatile, which may make our equity less attractive to our employees since we expect these costsmay not be able to marginally increase in the future as we increase the useadequately incentivize them.
As of December 31, 2017, our employees held an aggregate of 15,470,416 unvested deferred restricted common units, to attract, retain and compensate our employees. In February 2015, we granted approximately 5.0 million deferred restricted common units that generallywhich vest over a period of up to threevarious time periods, generally from one and a half to six years to a significant numberfrom the date of grant. As of December 31, 2017, our employees. The total estimated grant-date fair value of these awards was approximately $118.7 million.
employees did not hold any unvested deferred restricted phantom units. In order to recruit and retain existing and future senior Carlyle professionals and other key personnel, we may need to increase the level of compensation that we pay to them. Accordingly, as we promote or hire new senior Carlyle professionals and other key personnel over time or attempt to retain the services of certain of our key personnel, we may increase the level of compensation we pay to these individuals, which could cause our total employee compensation and benefits expense as a percentage of our total revenue to increase and adversely affect our profitability. The issuance of equity interests in our business in the future to our senior Carlyle professionals and other personnel would also dilute our unitholders.
At the time of our initial public offering and in several subsequent acquisitions, we issued Carlyle Holdings partnership units that are exchangeable on a one-for-one basis for common units. The exchange and sale of these units will increase the number of our common units that are traded in the public market. All of the Carlyle Holdings partnership units held by our founders are fully vested. Of the outstanding Carlyle Holdings partnership units held by our other senior Carlyle professionals, 89% are vested and 11% are unvested as of December 31, 2017. The remaining unvested Carlyle Holdings units generally will vest in one installment on May 2, 2018. Subject to the terms of the Exchange Agreement, including the minimum retained ownership requirements and other restrictions, Carlyle Holdings unitholders were able to exchange their Carlyle Holdings partnership units for common units in the Partnership on a one-to-one basis each quarter starting in the second quarter of 2017. See “Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence—Exchange Agreement.”
We strive to maintain our One Carlyle culture of collaboration and seek to continue to align our interests (and the interests of our employees) with those of our fund investors. If we do not continue to develop and implement the right processes and tools to maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.
Given the priority we afford the interests of our fund investors and our focus on achieving superior investment performance, we may reduce our AUM, restrain its growth, reduce our fees or otherwise alter the terms under which we do business when we deem it in the best interest of our fund investors—even in circumstances where such actions might be contrary to the near-term interests of unitholders.
In pursuing the interests of our fund investors, we may take actions that could reduce the profits we could otherwise realize in the short term. While we believe that our commitment to our fund investors and our discipline in this regard is in the long-term interest of us and our unitholders, our unitholders should understand this approach may have an adverse impact on our short-term profitability, and there is no guarantee that it will be beneficial in the long term. The means by which we seek to achieve superior investment performance in each of our strategies could include limiting the AUM in our strategies to an
amount that we believe can be invested appropriately in accordance with our investment philosophy and current or anticipated
economic and market conditions. Additionally, we may voluntarily reduce management fee rates and terms for certain of our funds or strategies when we deem it appropriate, even when doing so may reduce our short-term revenue. For instance, in order to enhance our relationship with certain fund investors, we have reduced management fees or ceased charging management fees on certain funds in specific instances. In certain investment funds, we have agreed to charge management fees based on invested capital or net asset value as opposed to charging management fees based on committed capital. In certain cases, such as our most recent power fund, we have provided “fee holidays” to certain investors during which we do not charge management fees for a fixed period of time (such as the first six months). We may receive requests to reduce management fees on other funds in the future. “—“—See Risks Related to Our Business— Business—Our investors may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”
Certain of our investment funds may utilize subscription lines of credit to fund investments prior to the receipt of capital contributions from the fund's investors. As capital calls made to a fund's investors are delayed when using a subscription line of credit, the investment period of such investor capital is shortened, which may increase the net internal rate of return of an investment fund. However, since interest expense and other costs of borrowings under subscription lines of credit are an expense of the investment fund, the investment fund's net multiple of invested capital will be reduced, as will the amount of carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund will adversely affect our revenues.
In prioritizing the interests of our fund investors, we may also take other actions that could adversely impact our short-term results of operations when we deem such action appropriate. We have also waived management fees on certain leveraged finance vehicles at various times to improve returns. Furthermore, we typically delay the realization of carried interest to which we are otherwise entitled if we determine (based on a variety of factors, including the stage of the fund’s life-cyclelife cycle and the extent of fund profits accrued to date) that there would be an unacceptably high risk of potential future giveback obligations. Any such delay could result in a deferral of realized carried interest to a subsequent period. See “— Risks Related to Our Company — Our revenue, earnings and cash flow are variable, which may makemakes it difficult for us to achieve steady earnings growth on a quarterly basis.”
We may not be successful in expanding into new investment strategies, markets and businesses, which could adversely affect our business, results of operations and financial condition.
Our growth strategy focuses on the expansion of our platform both through the development of, and investment in, our existing lines of business to foster organic growth and strategic investment in or acquisition of, alternative asset management businesses or other businesses complementary to our existing business. This growth strategy involves a number of risks, including that the expected synergies or anticipated growth in assets under management from an investment in an organic growth strategy or an acquisition or strategic alliance will not be realized, that the expected results will not be achieved or that the investment process, controls and procedures that we have developed around our existing platform will prove insufficient or inadequate in the new investment strategy or line of business. We may also incur significant charges in connection with such growth initiatives and they may also potentially result in significant losses and costs. To the extent we issue equity in connection with our growth initiatives, we would dilute our unitholders.
Our organic growth strategy focuses on providing resources to foster the development of new product offerings and business strategies by our investment professionals. Given our diverse platform, these initiatives could create conflicts of interests with existing products, increase our costs and expose us to new market risks and legal and regulatory requirements. For example, our recently developed and planned business initiatives include offering registered investment products and creating investment products open to retail investors. These products may have different economic structures than our traditional investment funds and may require a different marketing approach. These activities also willmay impose additional compliance burdens on us, subject us to enhanced regulatory scrutiny and expose us to greater reputation and litigation risk.
The success of our organic growth strategy will depend on, among other things:
our ability to correctly identify and create products that appeal to our investors;
the diversion of management’s time and attention from our existing businesses;
management's ability to spend time developing and integrating the new business;business and the success of the integration effort;
our ability to properly manage conflicts of interests;
our ability to identify and manage risks in new lines of businesses;
our ability to obtain requisite approvals and licenses from the relevant governmental authorities and to comply with applicable laws and regulations without incurring undue costs and delays; and
our ability to successfully negotiate and enter into beneficial arrangements with our counterparties.
In some instances, we may determine that growth in a specific area is best achieved through the acquisition of an existing business or a smaller scale lift out of an investment team to enhance our platform. Our ability to execute on ourconsummate an acquisition strategy will depend on our ability to identify and value potential acquisition opportunities accurately and successfully compete for these businesses against companies that may have greater financial resources. Even if we are able to identify and
successfully negotiate and complete an acquisition, these transactions can be complex and we may encounter unexpected difficulties or incur unexpected costs.
In addition to the concerns noted above, the success of oura firm acquisition growth strategy will be affected by, on among other things:
difficulties and costs associated with the integration of operations and systems;
difficulties integrating the acquired business’s internal controls and procedures into our existing control structure;
difficulties and costs associated with the assimilation of employees; and
the risk that a change in ownership will negatively impact the relationship between an acquiree and the investors in its investment vehicles.
Each acquisition transaction presents unique challenges and if a new product, business or venture developed internally or by acquisition is unsuccessful, we may decide to wind-down the new line of business. The wind-down could expose us to additional expenses, including impairment charges,wind down, liquidate and/or discontinue it. Such actions could negatively impact our relationships with fund investors in those businesses, and could subject us to litigation or regulatory inquiries.inquiries and can expose us to additional expenses, including impairment charges and potential liability from investor or other complaints.
Our organizational documents do not limit our ability to enter into new lines of business, and we intend to, from time to time, expand into new investment strategies, geographic markets and businesses, each of which may result in additional risks and uncertainties in our businesses.
We intend, to the extent that market conditions warrant, to seek to grow our businesses and expand into new investment strategies, geographic markets and businesses. Our organizational documents do not limit us to the asset management business and to the extent that we make strategic investments or acquisitions in new geographic markets or businesses, undertake other related strategic initiatives or enter into a new line of business, we may face numerous risks and uncertainties, including risks associated with the following:
the required investment of capital and other resources;
the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk;
the diversion of management’s attention from our core businesses;
assumption of liabilities in any acquired business;
the disruption of our ongoing business;
the increasing demands on or issues related to the combination or integration of operational and management systems and controls;
compliance with additional regulatory requirements;or applicability to our business or our portfolio companies of regulations and laws, including, in particular, local regulations and laws (for example, consumer protection related laws) and customs in the numerous global jurisdictions in which we operate and the impact that noncompliance or even perceived noncompliance could have on us and our portfolio companies;
a potential increase in investor concentration; and
the broadening of our geographic footprint, including the risks associated with conducting operations in certain foreign jurisdictions where we currently have no presence.
Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar or from which we are currently exempt, and may lead to increased liability and litigation and regulatory risk and expense. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may be adversely affected.
Our strategic initiatives may include joint ventures, which may subject us to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control. We currently participate in several joint advisory arrangements and may elect to participate in additional joint venture opportunities in the future if we believe that operating in such a structure is in our best interests. There can be no assurances that our current joint advisory arrangements will continue in their current form, or at all, in the future or that we will be able to identify acceptable joint venture partners in the future or that our participation in any additional joint venture opportunities will be successful.
Although not enacted,In past years, the U.S. Congress has considered legislation that would have: (i) in some cases after a ten-year transition period, precluded us from qualifying as a partnership for U.S. federal income tax purposes or required us to hold carried interest through taxable subsidiary corporations; and (ii) taxed certain income and gains at increased rates.corporations. If any similar legislation were to be enacted and apply to us, the after tax income and gain related to our business as well as our distributions to common unitholders and the market price of our common units, could be reduced.
Over the past several years, a number
Legislative proposals by members of legislative and administrative proposals have been introduced and, in certain cases, have been passed by the U.S. House of Representatives that would have, in general, treated income and gains now treated as capital gains, including gain on disposition of interests, attributable to an investment services partnership interest (“ISPI”) as income subject to a new blended tax rate that is higher than the capital gains rate applicable to such income under current law, except to the extent such ISPI would have been considered under the legislation to be a qualified capital interest. Common unitholders’ interest in us, our interest in Carlyle Holdings II L.P. and the interests that Carlyle Holdings II L.P. holds in entities that are entitled to receive carried interest may have been classified as ISPIs for purposes of this legislation. It is unclear when or whether the U.S. Congress will vote on this legislation or what provisions will be included in any legislation, if enacted.
The most recent legislative proposalshave provided that, for taxable years beginning ten years after the date of enactment, income derived with respect to an ISPI that is not a qualified capitalcarried interest and that is subject to the rules discussed above would not meet the qualifying income requirements under the publicly traded partnership rules. Therefore, if similar legislation is enacted, following such ten-year period, we would be precluded from qualifying as a partnership for U.S. federal income tax purposes or be required to hold all such ISPIscarried interest through corporations, possibly U.S. corporations. If we were taxed as a U.S. corporation or required to hold all ISPIscarried interest through corporations, our effective tax rate would increase significantly. The federal statutory rate for corporations is currently 35%21%. In addition, we could be subject to increased state and local taxes. Furthermore, common unitholders could be subject to tax on our conversion into a corporation or any restructuring required in order for us to hold our ISPIscarried interest through a corporation.
The Obama administration proposed policies similarStates and local jurisdictions have considered and are considering changes to Congressthe income tax treatment of carried interest and partnerships generally that wouldcould, if enacted, cause us to incur a material increase in our tax liability and/or cause carried interest or other income and gain, now treated as capital gains, including gain on dispositionallocable to holders of interests, attributableour common units to an ISPIbe subject to state or local income tax at higher rates higher than the capital gains rate applicable to such income under current law, except to the extent such ISPI would be considered to be a qualified capital interest. The proposal would also characterize certain income and gain in respect of ISPIs as non-qualifying income under the publicly traded partnership rules after a ten-year transition period from the effective date, with an exception for certain qualified capital interests. The Obama administration’s published revenue proposals for 2014 and prior years contained similar proposals.law.
States and other jurisdictions have also considered legislation to increase taxes with respect to carried interest. For example, New York has considered legislation under which common unitholders, even if a nonresident,they are not residents of New York, could be subject to New York state income tax on income in respect of our common units as a result of certain activities of our affiliates in New York, although it is unclear when or whether similar legislation willmay be enacted. In addition, states and other jurisdictions have considered legislation to increase taxes involving other aspects of our structure. In addition, statesstructure and other jurisdictions have considered and enacted legislation which could increase taxes imposed on our income and gain. For example, the District of Columbia has passed legislation that could expand the portion of our income that could be subject to District of Columbia income or franchise tax. These and other proposals have recently been under heightened consideration in light of the recently enacted TCJA.
Additional proposedProposed changes in the U.S. and foreign taxation of businesses could adversely affect us.
Congress, the Organization for Economic Co-operation and Development (“OECD”)OECD, the European Commission and other government agencies in jurisdictions where we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational corporations. The OECD, which represents a coalition of member countries, is contemplatinghas proposed changes to numerous long-standing tax principles through its base erosion and profit shifting (“BEPS”) project, an area that focuses in part on payments made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. Additionally,
The OECD released the Obama administration has announced other proposals for potential reform to the U.S. federal incomeBEPS package in October 2015, which looks at various different ways in which domestic tax rules for businesses,around the world, and the bilateral double tax treaties that govern the interplay between them, could be amended to address profit shifting among affiliated entities. Several of the proposed measures, including reducingmeasures covering treaty abuse, the deductibility of interest expense, local nexus requirements, transfer pricing and hybrid mismatch arrangements are potentially relevant to some of our structures and could have an adverse tax impact on our funds, investors and/or our portfolio companies. Some member countries have been moving forward on the BEPS agenda but, because timing of implementation and the specific measures adopted will vary among participating states, significant uncertainty remains regarding the impact of BEPS proposals. If implemented, these proposals could result in a loss of tax treaty benefits and increased taxes on income from our investments.
A number of European jurisdictions have enacted taxes on financial transactions, and the European Commission has proposed legislation to harmonize these taxes under the so-called "enhanced cooperation procedure," which provides for corporations, anti-inversion rules, reducingadoption of EU-level legislation applicable to some but not all EU Member States. We are continuing to evaluate the top marginal rate on corporations and subjecting entities currently treated as partnerships for tax purposes to an entity-level income tax similar to the corporate income tax. Severalimpacts of of these proposals for reform,contemplated changes which, if enactedadopted by the U.S. individual countries, could potentially increase tax uncertainty and/or by other countries in which we or our affiliates invest or do business, could adversely affect us. It is unclear what any actual legislation would provide, when it would be proposed or what its prospects for enactment would be.costs
Representative Camp has proposed the migration of the United States from a “worldwide” system of taxation, pursuant to which U.S. corporations are taxed on their worldwide income, to a territorial system where U.S. corporations are taxed only on their U.S. source income (subject to certain exceptions for income derived in low-tax jurisdictions from the exploitation of tangible assets) at a top corporate tax rate that would be 25%. The territorial tax system proposals envisage a revenue neutral result and consequently include revenue raisers to offset the reduction in the tax rate and base which may or may not be detrimental to us. Former-Senator Baucus has proposed a similar territorial U.S. tax system, but with more expansive U.S.
taxationfaced by us, our funds’ portfolio companies and our investors, change our business model and cause other adverse consequences.
As part of the foreign profitsTCJA, any gain recognized by a non-U.S. holder on the sale or exchange of non-U.S. subsidiariesa partnership interests that is deemed to be effectively connected with a U.S. trade or business will also be treated as ECI. The TCJA includes a provision effective after December 31, 2017 requiring the transferee of an interest in a partnership that is engaged in a U.S. corporations. The Baucus proposal would also eliminate the withholding tax exemption on portfolio interest debt obligations for investors residing in non-treaty jurisdictions. Chairmantrade or business to withhold 10 percent of the House Ways and Means Committee, Paul Ryan, has also identified comprehensive tax reform as a priority fortransferor’s realized (gross purchase price) on the next Congress. Whether thesesale, exchange or other proposals will be enacteddisposition of such partnership interest, unless an applicable non-foreign person affadavit is furnished by Congress and in what formthe transferor or another exception applies. Until additional guidance is unknown, as areissued by the ultimate consequencesapplicable authorities, due to lack of the proposed legislation.
The requirements of being a public entity and sustaining our growth may strain our resources.
As a public entity, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements may place a strainclarity this could have an adverse impact on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition, and provide an annual assessment of the effectiveness of our internal control over financial reporting. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting as required by the Exchange Act, significant resources and management oversight are required. We have implemented procedures and processes to address the standards and requirements applicable to public companies. If we are not able to maintain the necessary procedures and processes, we may be unable to report our financial information on a timely or accurate basis, which could subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, and could result in a breach of the covenants under the agreements governing our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. As we acquire new businesses, we will need to implement and oversee procedures and processes to integrate such operations into our internal control structure. Sustaining our growth also requires us to commit additional management, operational, and financial resources to identify new professionals to join the firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.secondaries business.
Operational risks, including those associated with our business model, may disrupt our businesses, result in losses or limit our growth.
We rely heavily on our financial, accounting, information and other data processing systems. We face various security threats on a regular basis, including ongoing cyber security threats to and attacks on our information technology infrastructure that are intended to gain access to our proprietary information, destroy data or disable, degrade or sabotage our systems. These security threats could originate from a wide variety of sources, including unknown third parties outside the company.
There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because, as an alternative asset management firm, we hold a significant amount of confidential and sensitive information about our investors, our portfolio companies and potential investments. As a result, we may face a heightened risk of a security breach or disruption with respect to this information resulting from an attack by computer hackers, foreign governments or cyber terrorists. If successful, these types of attacks on our network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in our business and damage to our reputation. Although we are not currently aware that we have been subject to cyber-attacks or other cybercyber- incidents which, individually or in the aggregate, have materially affected our operations or financial condition, there can be no assurance that the various procedures and controls we utilize to mitigate these threats will be sufficient to prevent disruptions to our systems.systems, especially because the cyber-attack techniques used change frequently or are not recognized until launched, and because cyber-attacks can originate from a wide variety of sources. If any of these systems do not operate properly or are disabled for any reason or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of our network security systems, a cyber-incident or attack or otherwise, we could suffer substantial financial loss, increased costs, a disruption of our businesses, liability to our funds and fund investors, regulatory intervention or reputational damage. In addition, new investment products we may introduce could create a significant risk that our existing systemsThe costs related to cyber or other security threats or disruptions may not be adequatefully insured or indemnified by other means. Cyber security also has become a top priority for regulators around the world. For example, in 2017, one of the examination priorities identified by the SEC's Office of Compliance Inspections and Examinations’ (OCIE) was to identify or controlcontinue to examine for cyber security compliance procedures and controls, including testing the relevant risks in the investment strategies employed by such new investment products.implementation of those procedures and controls.
We operate in businesses that are highly dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such aFor example, our existing systems may not be adequate to identify or control the relevant risks in investment strategies employed by new investment funds we may introduce. A failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us. In addition, we rely on third-party service providers for certain aspects of our business, including for certain information systems and technology and administration of our hedgebusiness development companies and structured credit funds. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of the funds’ operations and could affect our reputation and hence adversely affect our businesses.
We depend on our headquarters in Washington, D.C.,DC, where most of our administrative and operations personnel are located, and our office in Arlington, Virginia, which houses our treasury, tax and finance functions, for the continued operation of our business. However, our global employee base services the needs of our investment funds and investor needsinvestors out of 4031 offices around the world. InAs our business needs evolve and/or in order to reduce expenses, in the face of a difficult economic environment, we may need to close smaller offices, terminate the employment of a significant number of our personnel or cut back or eliminate the use of certain services or service providers, that, in each case, could be important to our business and without which our operating results could be adversely affected. Furthermore, a restructuring of our corporate real estate that results in the closure of one or more offices could result in significant charges and other costs incurred by us.
A disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our
headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our
disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all. Sustaining our growth willWe may also require usneed to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. Due to the fact that theThe market for hiring talented professionals, including IT professionals, is competitive and we may not be able to grow at the pace we desire.
In addition, we may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face in connection with potential claims, which could have a material adverse affect on our business. We may face a risk of loss from a variety of claims, including related to securities, antitrust, contracts, fraud and various other potential claims, whether or not such claims are valid. Insurance and other safeguards might only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to pay a substantial amount in respect of such successful claim. Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, terrorist attacks or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our investment funds and their portfolio companies. In general, losses related to terrorism are becoming harder and more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a result, we, our investment funds and their portfolio companies may not be insured against terrorism or certain other catastrophic losses.
Our portfolio companies also rely on data and processing systems and the secure processing, storage and transmission of information. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. Our funds may invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses. Such an event may have adverse consequences on our investment or assets of the same type or may require portfolio companies to increase preventative security measures or expand insurance coverage.
Failure to maintain the security of our information and technology networks, including personally identifiable and investor information, intellectual property and proprietary business information could have a material adverse effect on us.
We are subject to various risks and costs associated with the collection, handling, storage and transmission of sensitive information, including those related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems collecting such information. In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and intellectual property, and personally identifiable information of our employees and our investors, in our data centers and on our networks. The secure processing, maintenance and transmission of this information are critical to our operations. Although we take various measures and have made, and will continue to make, significant investments to ensure the integrity of our systems and to safeguard against such failures or security breaches, there can be no assurance that these measures and investments will provide protection. In addition, we and our employees may be the target of fraudulent emails or other targeted attempts to gain unauthorized access to proprietary or sensitive information. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of investor, employee or other personally identifiable or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us by the U.S. federal and state governments, the European Union (the “EU”) or other jurisdictions or by various regulatory organizations or exchanges. Such an event could additionally disrupt our operations and the services we provide to investors, damage our reputation, result in a loss of a competitive advantage, impact our ability to provide timely and accurate financial data, and cause a loss of confidence in our services and financial reporting, which could adversely affect our business, revenues, competitive position and investor confidence.
Extensive regulation in the United States and abroad affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties.
Our business is subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. Many of these regulators, including U.S. and foreign government agencies and self-regulatory organizations and state securities commissions in the United States, are empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships. Even if an investigation or proceeding does not result in a sanction or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the costs incurred in responding to
such matters could be material and the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing fund investors or fail to gain new investors or discourage others from doing business with us. Some of our investment funds invest in businesses that operate in highly regulated industries, including in businesses that are regulated by the U.S. Federal Communications Commission and U.S. federal and state banking authorities. The regulatory regimes to which such businesses are subject may, among other things, condition our funds’ ability to invest in those businesses upon the satisfaction of applicable ownership restrictions or qualification requirements. Moreover, ourOur failure to obtain or maintain any regulatory approvals necessary for our funds to invest in such industries may disqualify our funds from participating in certain investments or require our funds to divest themselves of certain assets.
In recent years, the SEC and its staff have focused on issues relevant to alternative asset management firms and have formed specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and their employees. It is unclear whether the SEC and its staff will maintain the same level of enforcement activity under the current administration. Significant enforcement activity related to alternative asset management firms may cause us to reevaluate certain practices and adjust our compliance control function as necessary and appropriate.
It is generally expected that the SEC’s oversight of alternative asset managers will continue to focus on concerns related to transparency and investor disclosure practices. Although the SEC has cited improvements in disclosures and industry practices in this area, it has also indicated that there is room for improvement in particular areas, including fees and expenses (and the allocation of such fees and expenses) and co-investment practices. To this end, many firms have received inquiries during examinations or directly from the SEC Division of Enforcement regarding various transparency-related topics, including the acceleration of monitoring fees, the allocation of broken-deal expenses, the disclosure of operating partner or operating executive compensation, outside business activities of firm principals and employees, group purchasing arrangements and general conflicts of interest disclosures.
The SEC’s focus in these areas could impact Carlyle in various ways. For example, in November 2015, the SEC requested additional information about our historical monitoring fee acceleration practices, a topic of a recent enforcement action within the private equity industry. We continue to cooperate with the SEC’s informal request. In addition, our private equity funds frequently engage operating executives who often work (generally, on a part-time basis) with our investment teams during due diligence, provide board-level governance and support and advise portfolio company management. Operating executives generally are third parties, are not considered Carlyle employees and typically are retained by us pursuant to consulting agreements. Generally these consultants also are involved in non-Carlyle related activities, including serving on boards of companies that are not our portfolio companies. In some cases, an operating executive may be retained by a portfolio company directly and in such instances the portfolio company may compensate the operating executive directly (meaning that investors in our private equity funds may indirectly bear the cost of the operating executive’s compensation). While we believe we have made appropriate and timely disclosures regarding the engagement and compensation of our operating executives, the SEC staff may disagree.
We regularly are subject to requests for information and informal or formal investigations by the SEC and other regulatory authorities, with which we routinely cooperate and, in the current environment, even historical practices that have been previously examined are being revisited. In 2014, the SEC indicated that investment advisers that receive transaction-based compensation for investment banking or acquisition activities relating to fund portfolio companies may be required to register as broker-dealers. Specifically, the Staff noted that if a firm receives fees from a fund portfolio company in connection with the acquisition, disposition or recapitalization of such portfolio company, such fees could raise broker-dealer concerns under applicable regulations related to broker dealers. In 2016, the SEC charged an SEC-registered investment advisor to a private equity fund and its principal with violating Section 15(a) of the Exchange Act for providing brokerage services and receiving transaction-based compensation in connection with the purchase and sale of portfolio companies while not being registered as a broker-dealer. To the extent we receive such transaction fees and the SEC takes the position that such activities render us a “broker” under the applicable rules and regulations of the Exchange Act, we could be subject to additional regulation. If receipt of transaction fees from a portfolio company is determined to require a broker-dealer license, receipt of such transaction fees in the past or in the future during any time when we did not or do not have a broker-dealer license could subject us to liability for fines, penalties or damages. Even if a regulatory investigation or proceeding does not result in a sanction or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to such matters could harm our reputation. In addition, our ability to accelerate such fees in the future could be affected.
We regularly rely on exemptions from various requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the Investment Company Act, the Commodity Exchange Act, and the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in conducting our asset management activities in the United States.
Similarly, in conducting our asset management activities outside the United States, we rely on available exemptions from the regulatory regimes of various foreign jurisdictions. These exemptions from regulation within the United States and abroad are sometimes highly complex and may, in certain circumstances, depend on compliance by third parties whom we do not control. If for any reason these exemptions were to become unavailable to us, we could become subject to regulatory action or third-party claims and our business could be materially and adversely affected. For example, in 2014, the SEC amended Rule 506 of Regulation D under the Securities Act to impose “bad actor” disqualification provisions which ban an issuer from offering or selling securities pursuant to the safe harbor in Rule 506 if the issuer, or any other “covered person”, is the subject of a criminal, regulatory or court order or other “disqualifying event” under the rule which has not been waived by the SEC. The definition of “covered person” under the rule includes an issuer’s directors, general partners, managing members and executive officers; affiliates who are also issuing securities in the offering; beneficial owners of 20% or more of the issuer’s outstanding equity securities; and promoters and persons compensated for soliciting investors in the offering. Accordingly, our ability to rely on Rule 506 to offer or sell securities would be impaired if we or any “covered person” is the subject of a disqualifying event under the rule and we are unable to obtain a waiver from the SEC. Moreover, the requirements imposed by our regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in our funds and are not designed to protect our unitholders. Consequently, these regulations often serve to limit our activities and impose burdensome compliance requirements. See “BusinessSee—“Part I. Item 1. Business —Regulatory and Compliance Matters.”
We may become subject to additional regulatory and compliance burdens as we expand our product offerings and investment platform. In 2013,For example, we launched two business developmenthave a number of closed-end investment companies in our Global Credit segment that are investmentregulated as business development companies under the Investment Company Act. These business development companies are subject to inspection by the SEC and to the Investment Company Act and subject to the rules thereunder, which, among other things regulate the relationship between a registered investment company and its investment adviser and prohibit or severely restrictimpose regulatory restrictions on principal transactions between, and joint transactions. Similarly, in 2014, we launched a series of mutual fund offerings that are subject to the rules and regulations applicable to investment companies under the Investment Company Act. These entities are required to file periodic and annual reports with the SECtransactions among, business development company and certain of these entities may be requiredits affiliates, including its investment adviser. One such business development company completed an initial public offering in 2017, further subjecting that company to comply withadditional securities law requirements applicable to publicly traded issuers, as well as the listing standards of the applicable provisions of the Sarbanes-Oxley Act.national securities exchange. These additional regulatory requirements will increase our compliance costs and may expose us to liabilities and penalties if we fail to comply with the applicable laws, rules and regulations.
In 2014, the SEC indicated that investment advisors that receive transaction-based compensation for investment banking or acquisition activities relating to fund portfolio companies may be required to register as broker-dealers. Specifically, the Staff has noted that if a firm receives fees from a fund portfolio company in connection with the acquisition, disposition or recapitalization of such portfolio company, such fees could raise broker-dealer concerns under applicable regulations related to broker dealers. To the extent we receive such transaction fees and the Staff takes the position that such activities render us a
“broker” under the applicable rules and regulations of the Exchange Act, we could be subject to additional regulation. If receipt of transaction fees from a portfolio company is determined to require a broker-dealer license, receipt of such transaction fees in the past or in the future during any time when we did not or do not have a broker-dealer license could subject us to liability for fines, penalties or damages.
In addition, the Iran Threat Reduction and SyrianSyria Human Rights Act of 2012 (“ITRA”(the “ITRA”) expandsexpanded the scope of U.S. sanctions against Iran and Section 219 of the ITRA amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain sanctions promulgated by the Office of Foreign Assets Control (“OFAC”) engaged in by the reporting company or any of its affiliates, including in our case some of our portfolio companies, during the period covered by the relevant periodic report. In some cases, the ITRA requires companies to disclose transactions even if they were permissible under U.S. law. TheAlthough the ITRA also expanded the scope of U.S. sanctions by requiring foreign entities majority owned or controlled by a U.S. person to abide by U.S. sanctions against Iran to the same extent as a U.S. person. Previously, foreign entitiesperson, this restriction and certain sanctions were eased on January 16, 2016, when OFAC issued General License H and the U.S. Government relaxed or revoked other sanctions pursuant to the Joint Comprehensive Plan of Action (the “JCPOA”), a multilateral agreement regarding Iran’s nuclear program. The JCPOA did not directly bound by U.S. sanctions against Iran even if they were subsidiaries of U.S. companies.
We are requiredalter, however, our ITRA obligation to separately file with the SEC a notice that suchspecified activities have been disclosed in our quarterly and annual reports, and the SEC is required to post this notice of disclosure on its website and send the report to the U.S. President and certain U.S. Congressional committees. The U.S. President thereafter is required to initiate an investigation and, within 180 days of initiating such investigation, to determine whether sanctions should be imposed. Disclosure of suchITRA-specified activity, even if such activity is legally permissible and not subject to sanctions under applicable law, and any sanctionsfines or penalties actually imposed on us or our affiliates as a result of theseimpermissible any Iran-related activities, could harm our reputation and have a negative impact on our business. In the past, we have disclosed suchpursuant to Section 13 of the Exchange Act, certain permissible dealings and transactions and to date, we have not received notice of any investigation into such activities.
It is unclear what impact the United Kingdom’s exit from the European Union will have on the Partnership or the fund portfolio companies.
The United Kingdom (the “UK”) held a referendum in June 2016 on whether to remain a member state of the EU, in which a majority of voters voted to leave the EU. Pursuant to the referendum, the UK government invoked Article 50 of the Lisbon Treaty relating to withdrawal (“Article 50”) on March 29, 2017. Under Article 50, the Treaty on the European Union and the Treaty on the Functioning of the European Union cease to apply in the relevant state from the date of entry into force of a withdrawal agreement or, failing that, two years after the notification of intention to withdraw, although this period may be extended in certain circumstances. It is at present unclear what type of relationship between the UK and the EU will be established, or at what date (whether by the time when, or after, the UK ceases to be a member of the EU), or what would be the content of such a relationship. It is possible that a new relationship would preserve the applicability of certain EU rules (or
equivalent rules) in the UK, and the UK government has indicated that it intends to bring existing EU law into UK law on the date of the UK’s exit from the EU in general, subject to certain powers to deal with deficiencies in such retained EU law.
Currently under the EU single market directives, mutual access rights to markets and market infrastructure exist across the EU and the mutual recognition of insolvency, bank recovery and resolution regimes applies. In addition, certain regulated entities licensed or authorized in one European Economic Area ("EEA") jurisdiction may operate on a cross-border basis in other EEA countries in reliance on passporting rights and without the need for a separate license or authorization. There is uncertainty as to whether, following a UK exit from the EU or the EEA (whatever the form thereof), a passporting regime (or similar regime in its effect) will apply (if at all). Depending on the terms of the UK’s exit and the terms of any replacement relationship, it is likely that UK regulated entities may, on the UK’s withdrawal from the EU, lose the right to passport their services to EEA countries, and EEA entities may lose the right to reciprocal passporting into the UK. Also, UK entities may no longer have access rights to market infrastructure across the EU and the recognition of insolvency, bank recovery and resolution regimes across the EU may no longer be mutual.
At this time, it is difficult to predict precisely how the UK’s withdrawal from the EU will be implemented and what the economic, tax, fiscal, legal, regulatory and other implications will be for the private investment funds industry and the broader European and global financial and real estate markets generally and for the Partnership, its investment funds and fund portfolio companies, specifically. Given the size and importance of the UK’s economy, uncertainty or unpredictability about its legal, political and/or economic relationships with Europe is now, and may continue to be for the foreseeable future (including beyond the date of the UK’s withdrawal from the EU), a source of instability, significant currency fluctuations and/or other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). In addition, the withdrawal of the UK from the EU could have a destabilizing effect in which other member states may also consider withdrawing from the EU. The decision for any other member state to withdraw from the EU could exacerbate such uncertainty and instability and may present similar and/or additional potential risks and consequences for the Partnership, its investment funds and fund portfolio companies.
Regulatory changes in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business.
As a result of the global financial crisis and highly publicized financial scandals, investors have exhibited concerns over the integrity of the U.S. financial markets and the domestic regulatory environment in which we operate in the United States. Therethere has been an active debate over the appropriate extent of regulation and oversight of the financial industry, including private investment funds and their managers. We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC or other U.S. governmentalThe regulatory authorities or self-regulatory organizationsand legal requirements that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. Regulatory focus oncurrently apply to our industry is likelybusiness are subject to intensify if, as has happenedchange from time to time and may become more restrictive, which may impose additional expenses on us, make compliance with applicable requirements more difficult, require significant attention of our senior management team or otherwise restrict our ability to conduct our business activities in the alternative asset management industry falls into disfavormanner in popular opinion or with state and federal legislators, as the result of negative publicity or otherwise.which they are now conducted.
On July 21, 2010, President Obama signed into law theThe Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which imposesenacted in 2010, has imposed significant new regulationschanges on almost every aspect of the U.S. financial services industry, including aspects of our business. The current administration has indicated a desire to repeal, revise or replace aspects of the Dodd-Frank Act, but the timing and details on specific proposals are uncertain. Among other things, the Dodd-Frank Act currently includes the following provisions, which could have an adverse impact on our ability to conduct our business:
The Dodd-Frank Act establishedimposes a number of restrictions on the relationship and activities of banking organizations with private equity funds and hedge funds and other provisions that will affect the private equity industry, either directly or indirectly. Among other things, the Volcker Rule generally prohibits any “banking entity” (broadly defined as any insured depository institution, any company that controls such an institution, a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law and any affiliate or subsidiary of the foregoing entities) from sponsoring or acquiring or retaining an ownership interest in a fund that is not subject to the provisions of the 1940 Act in reliance upon either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Volcker Rule also requires certain nonbank financial companies that have been designated as systemically important by the Financial Stability Oversight Council (the “FSOC”("FSOC"), an interagency body acting as the financial system’s systemic risk regulator with the authority and subject to review the activities of nonbank financial companies predominantly engaged in financial activities are designate those companies determined to be “systemically important” for supervision by the Federal Reserve. Such designation is applicableReserve to companies where material financial distress could pose riskcomply with additional capital requirements and comply with certain other quantitative limits on such activities, although such entities are not expressly prohibited from engaging in proprietary trading or sponsoring or investing in such funds. Furthermore, divestitures by banking entities of impermissible ownership interests in covered funds to the financial stability of the United States or if the nature, scope, size, scale, concentration, interconnectedness or mix of their activities could pose a threat to U.S. financial stability. On April 3, 2012, the FSOC issued a final rule and interpretive guidance regarding the process by which it will designate nonbank financial companies as systemically important. The final rule and interpretive guidance detail a three-stage process,comply with the level of scrutiny increasing at each stage. During Stage 1, the FSOC will apply a broad set of uniform quantitative metricsVolcker Rule may lead to screen out financial companies that do not warrant additional review. The FSOC will consider whether a company has at least $50 billion in total consolidated assets and whether it meets other thresholds relating to credit default swaps outstanding, derivative liabilities, total debt outstanding, a threshold leverage ratio of total consolidated assets (excluding separate accounts) to total equity of 15 to 1, and a short-term debt ratio of debt (with maturities of less than 12 months) to total consolidated assets (excluding separate accounts) of 10%. A company that meets or exceeds both the asset threshold and one of the other thresholds will be subject to additional review. Although it is unlikely that we would be designated as systemically important under the process outlinedlower prices in the final rule and interpretive guidance,secondary market for interests in our funds, which could have adverse implications for our ability to raise funds from investors who may have considered the designation criteria could, and is expectedavailability of secondary market liquidity as a factor in determining whether to evolve over time. While the FSOC will use the Stage 1 thresholds in identifying nonbank financial companies for further evaluation, it may initially evaluate any nonbank financial company based on other firm-specificinvest.
quantitative or qualitative factors, irrespective of whether such company meets the thresholds in Stage 1. The FSOC made its first designations of three systemically important nonbank financial companies on July 8, 2013 and September 19, 2013, respectively, and designated a fourth systemically important nonbank financial company on December 18, 2014. We were not among the FSOC’s initial list of systemically important nonbank financial companies designated for Federal Reserve supervision, and have not been designated as such as of February 2015. At this time, we do not expect to be designated as a systemically important nonbank financial company, especially in light of the FSOC’s indication in July 2014 that it would not designate certain large asset management firms as systemically important nonbank financial companies in the near future. Nevertheless, if the FSOC were to determine that we were a systemically important nonbank financial company, we would be subject to a heightened degree of regulation, which could include the imposition of capital, leverage, liquidity, and risk management standards, credit exposure reporting requirements and concentration limits, restrictions on acquisitions and annual stress tests by the Federal Reserve.
The Dodd-Frank Act, under what has become known as the “Volcker Rule,” generally prohibits depository institution holding companies (including foreign banks with U.S. branches, agencies or commercial lending companies and insurance companies with U.S. depository institution subsidiaries), insured depository institutions and subsidiaries and affiliates of such entities (collectively, “banking entities”) from investing in or sponsoring private equity funds or hedge funds and from engaging in certain other proprietary activities. When the Volcker Rule became effective on July 21, 2012, it kicked off a two-year conformance period, which was set to expire on July 21, 2014. However, on December 10, 2013, the Federal Reserve and other federal regulatory agencies issued the long-awaited final rules implementing the Volcker rule, including an order granting an industry-wide, one-year extension to all banking entities. As a result, banking entities are required to have wound down, sold, transferred or otherwise conformed their investments and sponsorship activities to the Volcker Rule by July 21, 2015, absent an extension to the conformance period by the Federal Reserve or an exemption for certain “permitted activities.” On December 18, 2014, the Federal Reserve granted an additional one-year extension under the Volcker Rule for certain activities, giving banking entities until July 21, 2016 to conform investments in and relationships with covered funds and foreign funds that were in place prior to December 31, 2013 (“legacy covered funds”). All investments and relationships in a covered fund made after December 31, 2013, must be in conformance with the Volcker Rule by July 21, 2015. The Federal Reserve also announced on December 18, 2014 that it intends to grant a final one-year extension in 2015, which would give banking entities until July 21, 2017 to conform ownership interests in and relationships with legacy covered funds. Although we do not currently anticipate that the Volcker Rule will adversely affect our fundraising to any significant extent, there is uncertainty regarding the implementation of the Volcker Rule and its practical implications, and there could be adverse implications on our ability to raise funds from banking entities as a result of this prohibition.
The Dodd-Frank Act imposedalso imposes a new regulatory structure on the “swaps” market, including requirements for clearing, exchange trading, capital, margin, reporting, and recordkeeping. In connection with the Dodd-Frank Act, the CFTC has finalized many rules applicable to swap market participants, including business conduct standards for swap dealers, reporting and recordkeeping, mandatory clearing for certain swaps, exchange trading rules applicable to swaps, initial and variation margin requirements for uncleared swap transactions and regulatory requirements for cross-border swap activities. It is anticipated thatFor example, the CFTC’s ongoing rulemaking process will further clarifyCFTC finalized a rule governing margin requirements for uncleared swaps entered into by swap dealers and major swap participants who are not supervised by a “prudential regulator” (“covered swap entities”). The final rule generally requires covered swap entities, subject to certain thresholds and exemptions for inter-affiliate swaps, to collect and post margin in respect of uncleared swap transactions with other subjects under Title VII,covered swap entities and financial end-users. In particular, the finalized rule requires covered swap entities and financial end-users having “material swaps exposure,” defined as such entity and certain affiliates have an average aggregate daily notional amount of uncleared swaps exceeding $8 billion for June, July and August of the previous calendar year, to collect and post a minimum amount of “initial margin” in respect of each uncleared swap. In addition, the finalized rule requires covered swap entities entering into uncleared swaps with other covered swap entities or financial-end users, regardless of swaps exposure, to post or collect (as appropriate) “variation margin”. These margin requirements for uncleared swaps could adversely affect our business, including margin and capital requirements.our ability to enter such swaps or our available liquidity.
The Dodd-Frank Act amendsamended the Exchange Act to direct the Federal Reserve and other federal regulatory agencies to adopt rules requiring sponsors of asset-backed securities (or a majority-owned affiliate thereof) to retain at least 5% of the credit risk relating to the assets that underlie suchcollateralizing the asset-backed securities. In October 2014,securities (the “U.S. Risk Retention Rules”). The U.S. Risk Retention Rules were issued by five federal banking and housing agencies (the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Department of Housing and Urban Development, and the Federal Housing Finance Agency) and the SEC in October 2014 and became effective on December 24, 2016 (the "U.S. Risk Retention Effective Date"). CLOs issued prior to the final credit risk retention rules. These rules couldU.S. Risk Retention Effective Date are exempt from the requirements set forth in the U.S. Risk Retention Rules, except in connection with certain offers and sales of securities thereunder after the U.S. Risk Retention Effective Date (typically made in connection with any repricing, refinancing or reset of such CLO). With respect to the regulation of CLOs, the U.S. Risk Retention Rules require that either (i) the “sponsor” (which, in most cases, will be us) or a “majority-owned affiliate” thereof (in each case as defined in the U.S. Risk Retention Rules) retain such 5% portion described above as an “eligible vertical interest” or as an “eligible horizontal residual interest” (in each case as defined in the U.S. Risk Retention Rules) or any combination thereof in the CLO in the manner required by the U.S. Risk Retention Rules (provided that in certain circumstances, as described therein, a “sponsor” may offset the amount of “eligible interests” (as defined in the U.S. Risk Retention Rules) it is required to own by the eligible interests in the CLO acquired by an “originator” (as defined in the U.S. Risk Retention Rules) in such CLO) or (ii) the CLO is an “open market CLO” that buys and holds only certain “CLO-eligible loan tranches” (in each case as defined in the U.S. Risk Retention Rules) and for which the "lead arranger" - contrary to current market practice - retains at least 20% of the aggregate principal balance of the funded portion of the syndicated credit facility (that includes each "CLO-eligible loan tranche") at origination and thereafter retains (unhedged) at least 5% of the funded portion of the syndicated credit facility (that includes each "CLO-eligible loan tranche") through the life of the related CLO. The U.S. Risk Retention Rules contain provisions that may have adverse effects on us and/or the holders of the notes or other securities issued by our CLOs. The U.S. Risk Retention Rules permit the financing of a required retention interest to be financed only on a full recourse basis and, to the extent that we provide increased capitalwere to certain linesemploy leverage for our required retention investments, the U.S. Risk Retention Rules generally prohibit the transfer or hedging of business in our GMS segment, including our U.S. structured finance businessthe related risk, which could impede the growth of such businesses.cause losses to be earlier and larger than they would have been if leverage were not employed.
The Dodd-Frank Act requires many private equity and hedge fund advisers to register as investment advisors with the SEC under the Advisers Act, to maintain extensive records and to file reports with information that the regulators identify as necessary for monitoring systemic risk. Although a Carlyle subsidiary has been registered as an investment adviser for over 15 years, the Dodd-Frank Act will affect our business and operations, including increasing regulatory costs, imposing additional burdens on our staff and potentially requiring the disclosure of sensitive information.
The Dodd-Frank Act authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate risk taking by covered financial institutions. Such restrictionsOn May 16, 2016, the SEC re-proposed a rule, as part of a joint rulemaking effort with U.S. federal banking regulators, that would apply to "covered financial institutions," including registered investment advisers and broker-dealers that have total consolidated assets of at least $1 billion, and impose substantive and procedural requirements on incentive-based compensation arrangements. The application of this rule, if adopted, to us could limit our ability to recruit and retain investment professionals and senior management executives. However, the proposed rule remains pending and may be subject to significant modifications.
The Dodd-Frank Act requires public companies to adopt and disclose policies requiring, in the event the company is required to issue an accounting restatement, the clawbackgiveback of any related incentive compensation from current and former executive officers.
The Dodd-Frank Act amendsamended the Exchange Act to compensate and protect whistleblowers who voluntarily provide original information to the SEC and establishes a fund to be used to pay whistleblowers who will be entitled to receive a payment equal to between 10% and 30% of certain monetary sanctions imposed in a successful government action resulting from the information provided by the whistleblower.
ManyOn February 9, 2018, the U.S. Court of these provisionsAppeals for the District of Columbia ruled that the U.S. Risk Retention Rules do not apply to managers of open-market CLOs - CLOs for which the underlying assets are subject to further rulemaking andnot transferred by the manager to the discretion of regulatory bodies, such as the FSOC and the Federal Reserve.
On December 18, 2014, the FSOC releasedCLO issuer via a notice seeking public comment regarding potential risks to U.S. financial stability from asset management products and activities.sale. The notice is intended to seek inputagencies have 45 days from the public about potential risksdate of the decision to petition the U.S. financial system associatedCourt of Appeals for an en banc review, during which time the rule will remain effective. If such petition is not made, or if such petition is made but denied, the U.S. Court of Appeals' ruling will become effective 7 days later with liquidity and redemptions, leverage, operational functions, and resolutionretroactive effect on all existing open-market CLOs. We are in the asset management industry.process of reviewing this decision and its ultimate impact on our business.
In June 2010, the SEC approved Rule 206(4)-5 under the Advisers Act regarding “pay to play” practices by investment advisers involving campaign contributions and other payments to government clients and elected officials able to exert influence on such clients. The rule prohibits investment advisers from providing advisory services for compensation to a government client for two years, subject to very limited exceptions, after the investment adviser, its senior executives or its personnel involved in soliciting investments from government entities make contributions to certain candidates and officials in a position to influence the hiring of an investment adviser by such government client. Advisers are required to implement compliance policies designed, among other matters, to track contributions by certain of the adviser’s employees and engagement of third parties that solicit government entities and to keep certain records in order to enable the SEC to determine compliance with the rule. Any failure on our part to comply with the rule could expose us to significant penalties, loss of fees, and reputational damage. In August 2016, the SEC approved “pay to play” regulations proposed by FINRA that are largely similar to the SEC’s regulations and such laws went into effect in August 2017. These FINRA rules effectively prohibit the receipt of compensation from state or local government agencies for solicitation and distribution activities within two years of a prohibited contribution by a broker-dealer or one of its covered associates. There have also been similar laws, rules onand regulations and/or policies adopted by a state-level regarding “paynumber of states and municipal pension plans, which prohibit, restrict or require disclosure of payments to play” practices(and/or certain contracts with) state officials by individuals and entities seeking to do business with state entities, including investment advisers. For example, in May 2009, we reached resolution with the Office of the Attorney General of the State of New York (the “NYAG”) regarding its inquiry into the use of placement agents by various asset managers, including Carlyle, to solicit New York public pension funds for private equity and hedge fund investment commitments. We made a $20 million payment to New York State as part of this resolution in November 2009 and agreed to adopt the NYAG's Public Pension Fund Reform Code of Conduct. Recently the SEC undertook an industry sweep seeking more information on the private equity industry's compliance with these “pay to play” regulations.retirement funds.
In September 2010, California enacted legislation requiring placement agents who solicit funds from the California state retirement systems, such as CalPERS and the California State Teachers’ Retirement System, to register as lobbyists as of January 2011. In addition to increased reporting requirements, the legislation prohibits placement agents from receiving contingent compensation for soliciting investments from California state retirement systems. New York City has recommended similar measures that require asset management firms and their employees that solicit investments from New York City’s five public pension systems to register as lobbyists. Like the California legislation, the New York City recommendations impose significant compliance obligations on registered lobbyists and their employers, including annual registration fees, periodic disclosure reports and internal recordkeeping, and also prohibit the acceptance of contingent fees. Most recently, North Carolina is considering similar requirements compelling placement agents to register as lobbyists. Other states or municipalities may consider similar legislation or adopt regulations or procedures with similar effect. These types of measures could materially and adversely impact our business.
In addition, weWe may be impacted indirectly by guidance recently directed to regulated banking institutions with regard to leveraged lending practices. In March 2013, the U.S. federal banking agencies issued updated guidance on credit transactions characterized by a high degree of financial leverage. To the extent that such guidance limits the amount or increases the cost of financing we are able to obtain for our transactions, the returns on our investments may suffer. However, the status of the 2013 leveraged lending guidance remains in doubt following a determination by the Government Accountability Office, on October 19, 2017, that such guidance constituted a “rule” for purposes of the Congressional Review Act of 1996. As a result, the guidance was required to be submitted to Congress for review. It is possible the guidance could be overturned if a joint resolution of disapproval is passed by Congress.
The current administration’s short-term legislative agenda may include certain deregulatory measures for the U.S. financial services industry, including changes to the Volcker Rule, the U.S. Risk Retention Rules, capital and liquidity requirements, FSOC’s authority and other aspects of the Dodd-Frank Act. On February 3, 2017, the president signed an executive order calling for the administration to review U.S. financial laws and regulations in order to determine their consistency with a set of core principles identified in the order. Various proposals focused on deregulation of the U.S. financial services industry may have the effect of increasing competition for our credit-focused businesses or otherwise reducing investment opportunities. Increased competition from banks and other financial institutions in the credit markets could have the effect of reducing credit spreads, which may adversely affect the revenues of our credit and other businesses whose strategies include the provision of credit to borrowers.
The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the fund industry generally and/or us, specifically. It is difficult to determine the full extent of the impact on us of any new laws, regulations or initiatives that may be proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our business, including the changes described above, may impose additional costs on us, require the attention of our senior management or result in limitations on the manner in which we conduct our business. Moreover, as calls for additional regulation have increased, there may be a relatedan increase in regulatory investigations of the trading and other investment
activities of alternative asset management funds, including our funds. Compliance with any new laws or regulations could make compliance more difficult and expensive, affect the manner in which we conduct our business and adversely affect our profitability.
The short-term and long-term impact of the new Basel III capital standards is uncertain.
In June 2011, the Basel Committee on Banking Supervision, an international body comprised of senior representatives of bank supervisory authorities and central banks from 27 countries, including the United States, announced the final framework for a comprehensive set of capital and liquidity standards, commonly referred to as “Basel III,” for internationally active banking organizations and certain other types of financial institutions. These new standards, which will be fully phased in by 2019, will require banks to hold more capital, predominantly in the form of common equity, than under the current capital framework. Implementation of Basel III will require implementing regulations and guidelines by member countries. In July 2013, the U.S. federal banking regulators announced the adoption of final regulations to implement Basel III for U.S. banking organizations, subject to various transition periods. Compliance with the Basel III standards may result in significant costs to banking organizations, which in turn may result in higher borrowing costs for the private sector and reduced access to certain types of credit.
Recent regulatory changesRegulatory initiatives in jurisdictions outside the United States could adversely affect our business.
Similar to the environment in the United States, the current environment in jurisdictions outside the United States in which we operate, in particular Europe,the EU, has become subject to further regulation. Governmental regulators and other authorities in Europethe EU have proposed or implemented a number of initiatives and additional rules and regulations that could adversely affect our business.
In October 2010,
The Capital Requirements Regulation together with the EU Council of Ministers adopted a directive to amend the revisedrecast Capital Requirements Directive (“CRD III”(collectively “CRD IV”), which, amongreformed the EU's capital requirements regime for credit institutions and investment firms. CRD IV implements the key Basel III reforms in the EU. These include amendments to the definition of capital and counterparty credit risk and the introduction of a leverage ratio and liquidity requirements. CRD IV was also used to introduce other things, requires European Union (“EU”) member statesreforms, such as to introduce stricter control on remuneration of key employees and risk takers within specificcertain credit institutions and investment firms. The Financial Conduct Authority (the “FCA”) inregulation became applicable and member states were required to transpose the United Kingdom has implemented CRD III by amending its remuneration code although theDirective's requirements from January 1, 2014. The extent of the regulatoryCRD IV’s impact will differ depending on a credit institution or investment firm will depend on a variety of factors, including the firm’s size and the nature of its activities.
In December 2011, China’s National Development and Reform Commission issued a new circular regulating the activities It is possible that other regulators may seek to impose similar controls on remuneration of private equity funds established in China. The circular includes new rules relatingpersonnel. Currently, Carlyle is permitted to disapply certain of CRD IV’s restrictive remuneration provisions. However, to the establishment, fundraising and investment scope of such funds; risk control mechanisms; basic responsibilities and duties of fund managers; information disclosure systems; and record filing. Complianceextent that European regulators determine that Carlyle must comply with these requirementsrestrictions or such regulators incorporate similar restrictions into other European directives to which Carlyle is subject, it may impose additional expense. On August 21, 2014, China Securities Regulatory Commission (“CSRC”), the Chinese securities regulator, promulgated the Interim Regulations on the Supervisionbe necessary for certain of our subsidiaries to change their compensation structures for key personnel, thereby affecting our ability to recruit and Administration of Private Investment Funds (the “CSRC Regulations”). These new regulations adopt a very broad definition of private investment funds, potentially including private equity and hedge funds.retain these personnel.
The EU’s Alternative Investment Fund Managers Directive (the “AIFMD”)AIFMD was implemented in most jurisdictions in the European Economic Area, (the “EEA”),EEA, on July 22, 2014. In general, the AIFMD regulates alternative investment fund managers (“AIFMs”), of a broad range of alternative investment funds (“AIFs”) domiciled within and (depending on the circumstances) outside the EEA. The AIFMD also regulates and imposes regulatory obligations in respect of the marketing in the EEA by AIFMs (whether established in the EEA or elsewhere) of AIFs (whether established in the EEA or elsewhere). The AIFMD haswas intended to have a staged implementation through 2018.2018, but certain key milestones related to the implementation have been delayed. As a result of the business activities of certain of our subsidiaries, such subsidiaries currently are subject to various compliance obligations in connection with the AIFMD, including investor and regulatory reporting, portfolio company asset stripping restrictions, deal-related notifications and remuneration reporting. Further,AlpInvest, one of our subsidiaries, obtained authorization in connection with any future registration/authorization of certain of these subsidiaries2015 and is licensed as an AIFM under the AIFMD additional complianceby the Authority for Financial Markets in the Netherlands. Additionally, in 2018, one of our subsidiaries, CIM Europe S.à.r.l., obtained authorization as an alternative investment fund manager in Luxembourg. The AIFMD obligations also will applyapplicable to these and any other of our entities, including rules relating to the remuneration of certain personnel, minimum regulatory capital requirements and restrictions on use of leverage. These and other AIFMD obligationssubsidiaries may have an adverse effect on us and/or our investment funds by, among other things, increasing the regulatory burden and costs of raising money and doing business in EEA jurisdictions, imposing capital requirements on our business, imposing extensive disclosure obligations on certain investment funds and portfolio companies, and disadvantaging our investment funds as bidders for and potential owners of private companies located in the EEA when compared to non-AIF/AIFM competitors, which may not be subject to the requirements of the AIFMD.
Changes in tax laws by foreign jurisdictions could arise as a resultCertain of BEPS projects being undertakenour European subsidiaries must comply with the pan-European regime established by the OECD. The OECD,EU Markets in Financial Instruments Directive (Directive 2004/39/EC) ("MiFID") which represents a coalitionregulates the provision and conduct of member countries, is contemplating changesinvestment services and activities throughout the EEA. MiFID sets out detailed requirements governing the organization and conduct of business of investment firms, regulated markets and certain other entities such as credit institutions to numerous tax principles. These contemplated changes, if finalizedthe extent they perform investment services or activities. It also includes pre- and adopted by countries, could increase uncertainty faced by us, our businesspost-trade transparency requirements for securities markets and our investors, change our business model or increase the cost of acquiring businesses. The timing or impact of these proposals is unclear at this point. There are also continual changes to tax laws, regulations and interpretations regularly which could impact our structures or the returns to investors.extensive transaction reporting requirements for transactions within scope.
MiFID has been substantially amended by Directive 2014/65/EU and Regulation 600/2014/EU (collectively referred to as "MiFID II") that, save for certain provisions, has been effective from January 3, 2018. MiFID II is designed to amend the functioning of financial markets in light of the financial crisis and to strengthen investor protection. MiFID II has extended the MiFID requirements in a number of areas including market structure requirements, new and extended requirements in relation to transparency and transaction reporting, revised rules on research and inducements and product governance requirements. MiFID II has therefore imposed further compliance requirements on our European operations, requiring additional management time and resources.
In December 2011, China’s National Development and Reform Commission (the "NDRC Regulation") issued a new circular regulating the activities of private equity funds established in China. The circular established new rules relating to the establishment, fundraising and investment scope of such funds; risk control mechanisms; basic responsibilities and duties of fund managers; information disclosure systems; and record filing. As a supplement to the NDRC regulations in August 2014, China Securities Regulatory Commission (“CSRC”), the Chinese securities regulator, promulgated the Interim Regulations on the Supervision and Administration of Private Investment Funds (the “CSRC Regulations”). These new regulations adopt a very broad definition of private investment funds, potentially including private equity funds. In recent years, regulations, directives and guidelines from, amongst others, the Administration for Industry and Commerce and the Asset Management Association of China (“AMAC”) have continued to regulate private investment funds incorporated in China. For example, during the course of 2016. AMAC issued “Guidelines for Internal Control of Privately-raised Investment Fund Managers” (February, 2016), “Administrative Measures for Information Disclosure of Privately-raised Investment Fund” (February, 2016), “Announcement on Further Regulating Relevant Matters Concerning the Registration of the Managers of the Privately-Raised Funds” (February, 2016), “Measures for the Administration of Private Placement of Private Investment Funds” (April, 2016) and “Private Equity Fund Contract Guidelines No. 1, No. 2 and No. 3” (April, 2016). These regulations may have an adverse effect on us and/or our renminbi (RMB)-denominated investment funds by, among other things, increasing the regulatory burden and costs of raising money for RMB-denominated investment funds, imposing extensive disclosure obligations on RMB-denominated investment funds and their associated portfolio companies, and disadvantaging our investment funds as bidders, imposing significant capital requirements on managers of RMB denominated investment funds, imposing numerous registrations and ongoing filings by private investment fund managers in China with multiple government authorities.
The legislative and regulatory framework for privacy and data protection issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. The Company collects personally identifiable information (PII) and other data as an integral part of its business processes and activities. This data is subject to a variety of U.S. and international laws and regulations, including oversight by various regulatory or other governmental bodies. Many foreign countries and governmental bodies, including the European Union and other relevant jurisdictions where we conduct business, have laws and regulations concerning the collection and use of PII and other data obtained from their residents or by businesses operating within their jurisdiction that are more restrictive than those in the U.S. Additionally, in May 2016, the European Union adopted the General Data Protection Regulation (the "GDPR"), which will impose more stringent data protection requirements and will provide for greater penalties for noncompliance beginning in May 2018. A failure to comply with the GDPR could result in fines up to 20 million Euros or 4% of annual global revenues, whichever is higher. Further, any inability, or perceived inability, to adequately address privacy and data protection concerns, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations, even if unfounded, could result in additional cost and liability and could damage our reputation and adversely affect our business.
The EU has adopted certain risk retention and due diligence requirements (“EU Risk Retention and Due Diligence Requirements”) which currently apply, or are expected to apply in the future, in respect of various types of EU-regulated investors including our credit institutions, authorized alternative investment fund managers,AIFMs, investment firms, insurance and reinsurance undertakings and (subject to the completion of secondary legislation) Undertakings for Collective Investment in Transferable Securities (UCITS) funds. Among other things, such requirements restrict an investor who is subject to the EU Risk Retention and Due Diligence Requirements, including us, from investing in securitizations, including funds managed by us, unless: (i) the originator, sponsor or original lender in respect of the relevant securitization has explicitly disclosed that it will retain, on an on-going basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or securitized exposures; and (ii) that investor is able to demonstrate that it has undertaken certain due diligence in respect of various matters including but not limited to its note position, the underlying assets and (in the case of certain types of investors) the relevant sponsor or originator.
To the extent the EU Risk Retention Rules are to be satisfied through the EU “sponsor” option, it is expected that the holder of the EU retention interest will be authorized by the UK Financial Conduct Authority under the Financial Services and Markets Act 2000 (“FSMA”) and capitalized (with regulatory capital and other required resources) in a manner necessary or advisable to enable it to satisfy the requirements of FSMA, MiFID II and relevant FCA rules. In addition, such “sponsor” holding the EU retention interest would be required to demonstrate that: (a) it meets the definition of investment firm under the CRR, (b) it is authorized to, and does, carry on a business of providing investment management services and activities listed in
paragraph (7) of Section A of Annex 1 of MiFID II (placing of financial instruments without a firm commitment basis), and (c) it is a “sponsor” for the purposes of Article 405 of the CRR. For purposes of these requirements, “CRR” means Regulation No 575/2013 of the European Parliament and of the Council (as amended from time to time and as implemented by Member States of the European Union) together with any implemented or delegated regulations, technical standards and guidance related thereto. Whether a collateral manager of a CLO qualifies as an EU “sponsor” under the CRR will depend upon the MiFID authorizations (or permissions) the collateral manager holds from its EU home country supervisor.
Certain of the CLOs currently being managed by one of our affiliates have been designed to comply with the EU Risk Retention Rules via the “sponsor” approach. For these CLOs, CELF Advisors LLP, one of our asset-management affiliates with the required MiFID II permissions to act as the “sponsor” of CLOs, has undertaken to hold the EU retention interests. In the future, certain other newly-formed affiliates may serve as “sponsor” and holder of the EU retention interests on CLO investments.
The EU Retention Rules may also be satisfied if the “originator” holds the EU retention interest. Article 4(1)(13) of the CRR defines “Originator” as either (1) an entity that itself or through related entities, directly or indirectly, was involved in the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise to the exposure being securitized or (2) an entity that purchases a third party’s exposures for its own account and then securitizes them. In the future, certain newly-formed affiliates may serve as “originator” and holder of the EU retention interest on CLO investments.
The European Commission, on September 30, 2015, published a proposal to amend the CRR (the "CRR Amendment Regulation") and a proposed regulation relating to a European framework for simple, transparent and standardized securitizations (such regulation, including any implementing regulation, technical standards and official guidelines related thereto, the "Securitization Framework" and, together with the CRR Amendment Regulation, the "Securitization Regulation") which would, amongst other things, re-cast the EU Risk Retention and Due Diligence Requirements as part of wider changes to establish a "Capital Markets Union" in Europe (including, but not limited to, the imposition of a direct retention obligation on eligible risk retainers, transparency and due diligence requirements, as well as certain restrictions in connection with the retention of risk as an originator). On May 30, 2017, the European Commission, European Council of Ministers and European Parliament each announced that a political agreement had been reached in principle on the Securitization Regulation. Among other matters, the European Parliament announced that the minimum net economic interest required to be retained under the new regulation would remain at 5% irrespective of the permitted method of retention used. The Securitization Regulation (2017/2402/EU) entered into force on January 17, 2018, but will apply on and from January 1, 2019. On December 15, 2017, the European Banking Authority (“EBA”) launched a public consultation on its draft Regulatory Technical Standards specifying certain requirements for originators, sponsors and original lenders in relation to risk retention pursuant to the Securitization Regulation. The consultation will close on March 15, 2018. There are material differences between the current EU retention requirements and the requirements which will apply under the Securitization Regulation. Specifically, pursuant to Article 410(1) of the CRR, the EBA is required to report to the European Commission annually on measures taken by competent authorities to ensure compliance with the retention requirements of Articles 404-410. Articles 404-410 of the CRR will be repealed in their entirety by the CRR Amendment Regulation (2017/2401/EU) and will be replaced by provisions of the Securitization Framework, which will require a report from the European Commission on the functioning of the Securitization Regulation, together with a draft legislative proposal if appropriate, to be delivered to the European Council and Parliament within three years of its entry into force.
Though the Securitization Regulation will apply to securitizations the securities of which are issued on or after January 1, 2019, there can be no assurance as to whether relevant transactions or any potential refinancing will be affected by the Securitization Regulation or any change thereto or review thereof. There can also be no assurances as to whether relevant transactions or any potential refinancing will be affected by any other change in law or regulation relating to the EU Risk Retention and Due Diligence Requirements, including as a result of any changes recommended in future reports or reviews. Failure to comply with one or more of the requirements of the Securitization Regulations may result in various penalties, including, in the case of those investors subject to regulatory capital requirements, the imposition of a punitive capital charge on the notes issued by our CLOs acquired by the relevant investor. Aspects of the requirements and what is or will be required to demonstrate compliance to national regulators remain unclear. Although many aspects of these requirements remain unclear, these requirements and any other changes to the regulation or regulatory treatment of securitizations or of the notes issued by our CLOs for investors may negatively impact the regulatory position of individual holders. In addition such regulations could have a negative impact on the price and liquidity of certain of our EU CLO notes in the secondary market.
In December 2015, the EBA produced guidelines to set appropriate aggregate limits to shadow banking entities when carrying out banking activities. These guidelines came into effect on January 1, 2017. While most alternative investment funds are excluded from the definition of “shadow banking entity,” funds that use leverage on a substantial basis at fund level or have certain third-party lending exposures are within the definition. When dealing with shadow banking entities, the EEA financial institution would be required to implement additional effective processes (including with respect to due diligence) and set internal aggregate and individual limits to such exposures where they exceed 0.25% of the institution’s eligible capital. While
the guidelines do not themselves introduce a quantitative limit to institutions’ exposures to shadow banking entities at the individual or aggregate exposure level, they place the responsibility on the banking sector to demonstrate that risks are managed effectively. Affected institutions will be required to set internal aggregate and individual limits to exposures to individual shadow banking entities which could limit or restrict the availability of credit and/or increase the cost of credit from these institutions for impacted funds.
In May 2017, the European Central Bank (“ECB”) issued guidance on leveraged transactions. The ECB guidance applies to significant credit institutions supervised by the ECB in member states of the euro zone. Under the guidance, credit institutions are expected to have in place internal policies that include a definition of “leveraged transactions”. Loans or credit exposures to a borrower should be regarded as leveraged transactions if: (i) the borrower’s post-financing level of leverage exceeds a total debt to EBITDA ratio of 4.0 times; or (ii) the borrower is owned by one or more “financial sponsors”. For these purposes, a financial sponsor is an investment firm that undertakes private equity investments in and/or leveraged buyouts of companies. In summary, credit institutions are expected to define their appetite for underwriting and syndicating transactions, which will include defining acceptable leverage levels. Underwriting of transactions having a ratio of total debt to EBITDA exceeding 6.0 times at deal inception is a high level of leverage and should be exceptional. For most industries, the ECB believes a leverage level in excess of 6.0 times total debt to EBITDA should raise concerns. Following these guidelines, credit institutions in the euro zone could in the future limit, delay or restrict the availability of credit and/or increase the cost of credit for funds or portfolio companies involved in leveraged transactions. Credit institutions may be reluctant to enter into a leveraged transaction having a ratio of total debt to EBITDA exceeding 6.0 times absent an appropriate justification.
Our investment businesses are subject to the risk that similar measures might be introduced in other countries in which our funds currently have investments or plan to invest in the future, or that other legislative or regulatory measures that negatively affect their respective portfolio investments might be promulgated in any of the countries in which they invest. The reporting related to such initiatives may divert the attention of our personnel and the management teams of our portfolio companies. Moreover, sensitive business information relating to us or our portfolio companies could be publicly released.
See “RisksSee—“Risks Related to Our Business Operations —Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investmentsinvesting in companies that are based in the United States” and “Busin“Part I. Item 1. Business — Regulatory and Compliance Matters”—for more information.
Rapidly changing regulations regarding derivatives and commodity interest transactions could adversely impact various aspects of our business.
The regulation of derivatives and commodity interest transactions in the United States and other countries is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. We and our affiliates enter into derivatives and commodity interest transactions for various purposes, including to manage the financial risks related to our business. Accordingly, the impact of this evolving regulatory regime on our business is difficult to predict, but it could be substantial and adverse.
Among other things, the CFTC adopted certain amendments to its existing rules that potentially subject certain of our affiliated entities to registration, reporting and record-keeping obligations in connection with derivatives transactions (including for hedging/risk management purposes). As such, our business may incur increased ongoing costs associated with monitoring compliance with the CFTC registration and exemption obligations across platforms and complying with the various reporting and record-keeping requirements.
In addition, derivatives regulations in the United States and Europe are effectively transforming an over-the-counter market in which parties negotiate directly with each other into a regulated market in which a majority of swap transactions are executed on registered exchanges and cleared through central counterparties. These regulations could significantly increase the cost of entering into derivative contracts (including through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks that we encounter, reduce our ability to restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. We are evaluating final rules promulgated separately by the CFTC and certain U.S. prudential regulators, as well as the rules issued by EMIR to determine the impact on our business. If we reduce our use of derivatives as a result of such regulations (and any new regulations), our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to satisfy our debt obligations or plan for and fund capital expenditures.
Furthermore, the CFTC has proposed rules relating to position limits on derivatives (including futures, options and swaps) with certain underlying reference assets. The CFTC has also proposedassets, as well as supplemental rules relating to the aggregation of derivative positions
among commonly owned or controlled entities and exemptions from such aggregation. In December 2016, the CFTC finalized the rules related to the aggregation of positions, but proposed for further comment the position limit rules. It is unclear when the CFTC intends to finalize such rules. In addition to these U.S. requirements, we are subject to, where relevant and applicable, position limit requirements in Europe under MiFID II and related rules. Specifically, under MiFID II, national competent authorities (including the FCA), within EU member states, are required to establish position limits in relation to the maximum size of positions which a relevant person can hold in certain commodity derivatives. The finalization of these ruleslimits apply to contracts traded on trading venues and their economically equivalent OTC contracts. The position limits established, as amended from time to time, and our ability to rely on any exemption thereunder may affect the size and types of investments we may make. Moreover, in order to avoid exceeding position limits, it is possible that we and our affiliates may need to significantly alter our business processes related to such trading, including by modifying trading strategies and instructions.
We are subject to substantial litigation risks and may face significant liabilities and damage to our professional reputation as a result of litigation allegations and negative publicity.
In the ordinary course of business, we are subject to the risk of substantial litigation and face significant regulatory oversight. In recent years, the volume of claims and the amount of potential damages claimed in such proceedings against the financial services industry have generally been increasing. The investment decisions we make in our asset management business and the activities of our investment professionals on behalf of portfolio companies of our carry funds may subject them and us to the risk of third-party litigation arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of interest, the activities of our portfolio companies and a variety of other litigation claims and regulatory inquiries and actions. From time to time we and our portfolio companies have been and may be subject to regulatory actions and shareholder class action suits relating to transactions in which we have agreed to acquire public companies.
In addition, toTo the extent that investors in our investment funds suffer losses resulting from fraud, gross negligence, willful misconduct or other similar misconduct, investors may have remedies against us, our investment funds, our principals or our affiliates. Heightened standards of care or additional fiduciary duties may apply in certain of our managed accounts or other advisory contracts. To the extent we enter into agreements with clients containing such terms or applicable law mandates a heightened standard of care or duties, we could, for example, be liable to certain clients for acts of simple negligence or breach of such duties, which might include the allocation of a client’s funds to our affiliated funds. Even in the absence of misconduct, we may be exposed to litigation or other adverse consequences where investments perform poorly and investors in or alongside our funds experience losses. For example, as described in Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K, Urbplan Desenvolvimento Urbano S.A. (“Urbplan,” formerly Scopel Desenvolvimento Urbano S.A.) a portfolio investment of certain Carlyle real estate investment funds that we consolidate as of September 30, 2013, began facing serious liquidity problems in late 2012 and required additional capital infusions to continue operations. If Urbplan fails to complete its construction projects, customers or other creditors in certain circumstances might seek to assert claims against us under certain consumer protection or other laws. The general partners and investment advisers to our investment funds, including their directors, officers, other employees and affiliates, are generally indemnified with respect to their conduct in connection with the management of the business and affairs of our private equityinvestment funds. For example, we have agreed to indemnify directors and officers of Carlyle Capital Corporation Limited in connection with the matters involving that fund discussed under “Part I. Item 3. Legal Proceedings.” However, such indemnity generally does not extend to actions determined to have involved fraud, gross negligence, willful misconduct or other similar misconduct.
In addition, the laws and regulations governing the limited liability of such issuers and portfolio companies vary from jurisdiction to jurisdiction, and in certain contexts the laws of certain jurisdictions may provide not only for carve-outs from limited liability protection for the issuer or portfolio company that has incurred the liabilities, but also for recourse to assets of other entities under common control with, or that are part of the same economic group as, such issuer. For example, if one of our portfolio companies is subject to bankruptcy or insolvency proceedings in a jurisdiction and is found to have liabilities under the local consumer protection, labor, tax or bankruptcy laws, the laws of that jurisdiction may permit authorities or creditors to file a lien on, or to otherwise have recourse to, assets held by other portfolio companies (including the Partnership) in that jurisdiction. There can be no assurance that the Partnership will not be adversely affected as a result of the foregoing risks.
If any lawsuits were brought against us and resulted in a finding of substantial legal liability, the lawsuit could materially adversely affect our business, results of operations or financial condition or cause significant reputational harm to us, which could materially impact our business. We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations of improper conduct by private litigants (including investors in or alongside our funds) or regulators, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our investment activities or the private equity industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.
In addition, with a workforce composed of many highly paid professionals, we face the risk of litigation relating to claims for compensation, which may, individually or in the aggregate, be significant in amount. The cost of settling any such claims could negatively impact our business, results of operations and financial condition.
Employee misconduct or fraud could harm us by impairingand subject us to significant legal liability and reputational harm, which could impair our ability to attract and retain investors in our funds and subjecting us to significant legal liability and reputational harm.funds. Fraud, and other deceptive practices or other misconduct at our portfolio companies could similarly subject us to liability and reputational damage and also harm performance.
There have been a number of highly publicized cases involving fraud or other misconduct by employees in the financial services industry in recent years, and there is a risk that our employees or advisors could engage in misconduct or fraud that adversely affects our business. Misconduct or fraud by employees, advisors or other third-party service providers could cause significant losses. Employee misconduct or fraud could include, among other things, binding the Partnership to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities or concealing unsuccessful investments (which, in either case, may result in unknown and unmanaged risks or losses), or otherwise charging (or seeking to charge) inappropriate expenses. It is not always possible to deter misconduct or fraud by employees or service providers, and the precautions we take to detect and prevent this activity may not be effective in all cases.
Our ability to attract and retain investors and to pursue investment opportunities for our funds depends heavily upon the reputation of our professionals, especially our senior Carlyle professionals. WeBecause of our diverse business and the regulatory regimes under which we operate, we are subject to a number of obligations and standards (and related policies and procedures) arising from our asset management business and our authority over the assets managed by our asset management business. The violation of these obligations and standards (and related policies and procedures) by any of our employees would adversely affect us and our investment funds and fund investors. For example, we could lose our ability to raise new investment funds if any of our “covered persons” is the subject of a criminal, regulatory or court order or other “disqualifying event. See “—Extensive regulation in the United States and abroad affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties.”
Our business often requires that we deal with confidential matters of great significance to companies in which our funds may invest. If our employees, advisors or other third-party service providers were to use or disclose confidential information improperly, we could suffer serious harm to our reputation, financial position and current and future business relationships, as well as face potentially significant litigation. It is not always possible to detect or deter employee misconduct or fraud, including financial fraud or the misappropriation of funds of our business or our investment funds, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If any of our employees were to engage in misconduct or fraud or were to be accused of such misconduct or fraud, whether or not substantiated, our business and our reputation could be adversely affected and a loss of investor confidence could result, which would adversely impact our ability to raise future funds.
In recent years, the U.S. Department of Justice (the “DOJ”) and the SEC have devoted greater resources to enforcement of the Foreign Corrupt Practices Act (the “FCPA”). In addition, the United Kingdom hasand other jurisdictions have significantly expanded the reach of itstheir anti-bribery laws. While we have developed and implemented policies and procedures designed to ensure compliance by us and our personnel with the FCPA and the UK anti-bribery laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA, the UK anti-bribery laws or other applicable anticorruption laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our common units.
In addition, we will also be adversely affected if there is fraud, other deceptive practices or other misconduct by personnel of the portfolio companies in which our funds invest. For example, failuresimproper or illegal conduct by personnel at our portfolio companies or failure by such personnel to comply with anti-bribery, trade sanctions, or other legal and regulatory requirements could adversely affect our business and reputation. Such misconduct mightor fraud could also undermine any due diligence efforts with respect to such companies and could negatively affect the valuation of a fund’s investments.
Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory requirements may reduce the synergies across our various businesses and inhibit our ability to maintain our collaborative culture.
We consider our “One Carlyle” philosophy and the ability of our professionals to communicate and collaborate across funds, industries and geographies one of our significant competitive strengths. As a result of the expansion of our platform into various lines of business in the alternative asset management industry, our acquisition of new businesses, and the growth of our managed account business, we are subject to a number of actual and potential conflicts of interest and subject to greater regulatory oversight than that to which we would otherwise be subject if we had just one line of business. In addition, as we expand our platform, the allocation of investment opportunities among our investment funds is expected to become more
complex. In addressing these conflicts and regulatory requirements across our various businesses, we have and may continue to implement certain policies and procedures (for example, information barriers). As a practical matter, the establishment and maintenance of such information barriers means that collaboration between our investment professionals across various platforms or with respect to certain investments may be limited, reducing potential synergies that we cultivate across these businesses through our “One Carlyle” approach. For example, although we maintain ultimate control over the Investment Solutions segment's constituent firms: AlpInvest DGAM and Metropolitan, we have erected an information barrier between the management teams at these firms and the rest of Carlyle. See “—Risks Related to Our Business Operations—Our Investment Solutions business is subject to additional risks.” In addition, we may come into possession of material, non-public information with respect to issuers in which we may be considering making an investment. As a consequence, we may be precluded from providing such information or other ideas to our other businesses that could benefit from such information.
Risks Related to Our Business Operations
Poor performance of our investment funds would cause a decline in our revenue, income and cash flow, may obligate us to repay carried interest previously paid to us, and could adversely affect our ability to raise capital for future investment funds.
In the event that any of our investment funds were to perform poorly, our revenue, income and cash flow could decline. Investors could also demand lower fees or fee concessions for existing or future funds which would likewise decrease our revenue or require us to record an impairment of intangible assets and/or goodwill in the case of an acquired business. In some of our funds, such as our hedge funds, a reduction in the value of our AUM in such funds could result in a reduction in management fees and incentive fees we earn. In other funds we manage, such as our private equitycarry funds, a reduction in the value of the portfolio investments held in such funds could result in a reduction in the carried interest we earn or in our management fees. We also could experience losses on our investment of our own capital into our funds as a result of poor performance by our investment funds. If, as a result of poor performance of later investments in a carry fund’s or fund of funds vehicle’s life, the fund does not achieve certain investment returns for the fund over its life, we will be obligated to repay the amount by which carried interest that was previously distributed to us exceeds the amount to which we are ultimately entitled. These repayment obligations may be related to amounts previously distributed to our senior Carlyle professionals prior to the completion of our initial public offering, with respect to which our unitholders did not receive any benefit. See “—We may need to pay “giveback” obligations if and when they are triggered under the governing agreements with our investors” and Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Poor performance of our investment funds couldmay also make it more difficult for us to raise new capital. Investors in carryour funds and fund of funds vehicles might decline to invest in future investment funds we raise and investors in hedge funds or other investment funds might withdraw their investments.raise. Investors and potential investors in our funds continually assess our investment funds’ performance, and our ability to raise capital for existing and future investment funds and avoid excessive redemption levels will depend on our investment funds’ continued satisfactory performance. Accordingly, poor fund
performance may deter future investment in our funds and thereby decrease the capital invested in our funds and ultimately, our management fee income. For example, our AUM in our GMS hedge fund operations declined $1.4 billion from September 30, 2014 to December 30, 2014 and, due to the effect of the net redemption notifications received during the fourth quarter of 2014, declined an additional $2.2 billion on January 1, 2015, which would negatively impact management fee revenue in our GMS segment if such redemptions are not replaced with subscriptions.
Our asset management business depends in large part on our ability to raise capital from third-party investors. If we are unable to raise capital from third-party investors, we would be unable to collect management fees or deploy their capital into investments and potentially collect carried interest, which would materially reduce our revenue and cash flow and adversely affect our financial condition.
In 2016, we commenced a four-year fundraising cycle during which we are targeting to raise approximately $100 billion in new capital commitments by the end of 2019. Through December 31, 2017, we have raised more than $57 billion in gross new capital commitments. Our ability to raise this capital from third-party investors depends on a number of factors, including certain factors that are outside our control. Certain of these factors such as the performance of the stock market, the pace of distributions from our funds and from the funds of other asset managers or the asset allocation rules or regulations or investment policies to which such third-party investors are subject, could inhibit or restrict the ability of third-party investors to make investments in our investment funds. Third-party investors in private equity, real assets and venture capital funds typically use distributions from prior investments to meet future capital calls. In cases where valuations of existing investments fall and the pace of distributions slows, investors may be unable or unwilling to make new commitments or fund existing commitments to third-party management investment funds such as those advised by us. Although many investors have increased the amount of commitments they are making to alternative investment funds and aggregate fundraising totals are near the highest they'vethey have been since 2008, there can be no assurance that this historical or current levels of commitments to our funds will continue. For example, there is a continuing shift away from defined benefit pension plans to defined contributions plans, which could reduce the amount of assets available for us to manage on behalf of certain of our clients. In addition, investors may downsize their investment allocations to alternative managers, including private funds and hedgefund of funds vehicles, to rebalance a disproportionate weighting of their overall investment portfolio among asset classes. Investors may also seek to consolidate
their investments with a smaller number of alternative asset managers or prefer to pursue investments directly instead of investing through our funds, each of which could impact the amount of allocations they make to our funds. Moreover, as some existing investors cease or significantly curtail making commitments to alternative investment funds, we may need to identify and attract new investors in order to maintain or increase the size of our investment funds. The lack of clarity around regulations, including BEPS, may also limit our fund investors' ability to claim double tax treaty benefits on their investments, which may limit their investments in our funds. In addition, certain investors have implemented or may implement restrictions against investing in certain types of asset classes such as fossil fuels, which would affect our ability to raise new funds focused on those asset classes, such as funds focused on energy or natural resources. We are currently working to create avenues through which we expect to attract a new base of individual investors. There can be no assurances that we can find or secure commitments from those new investors. Our ability to raise new funds could similarly be hampered if the general appeal of private equity and alternative investments were to decline.
An investment in a private equity fund is more illiquid and the returns on such investment may be more volatile than an investment in securities for which there is a more active and transparent market. Private equity and alternative investments could fall into disfavor as a result of concerns about liquidity and short-term performance. Such concerns could be exhibited, in particular, by public pension funds, which have historically been among the largest investors in alternative assets. Concerns with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative investments.
Unlike our closed-end investment funds, our open-ended hedge funds and mutual funds are subject to redemptions on a quarterly or more frequent basis and investors can generally decide to exit their fund investments at any time. For example, our AUM in our GMS hedge fund operations declined $1.4 billion from September 30, 2014 to December 30, 2014 and, due to the effect of the net redemption notifications received during the fourth quarter of 2014, declined an additional $2.2 billion on January 1, 2015, which would negatively impact management fee revenue in our GMS segment if such redemptions are not replaced with subscriptions.
In addition, the evolving preferences of our fund investors may necessitate that alternatives to the traditional investment fund structure, such as managed accounts, smaller funds and co-investment vehicles, become a larger part of our business going forward. This could increase our cost of raising capital at the scale we have historically achieved. The failure to successfully raise capital commitments to new investment funds may also expose us to credit risk in respect of financing that we may provide such funds. When existing capital commitments to a new investment fund are insufficient to fund in full a new investment fund’s participation in a transaction, we may lend money to or borrow money from financial institutions on behalf of such investment funds to bridge this difference and repay this financing with capital from subsequent investors to the fund. Our inability to identify and secure capital commitments from new investors to these funds may expose us to losses (in the case of money that we lend directly to such funds) or adversely impact our ability to repay such borrowings or otherwise have an adverse impact on our liquidity position. Finally, if we seek to expand into other business lines, we may also be unable to raise a sufficient amount of capital to adequately support such businesses. The failure of our investment funds to raise capital in sufficient amounts could result in a decrease in our AUM as well as management fee and transaction fee revenue, or could result in a decline in the rate of growth of our AUM and management fee and transaction fee revenue, any of which could have
a material adverse impact on our revenues and financial condition. Our past experience with growth of AUM provides no assurance with respect to the future.
Growing investor demands may also increase our expenses. To address the evolving needs of our investor base, we have expanded our LP relations team, deepened our relationships with intermediaries and made investments in our investor services and information technology departments. These advances have increased our operating expenses and may continue to do so.
Our investors may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.
In connection with raising new funds or securing additional investments in existing funds, we negotiate terms for such funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to terms that are materially less favorable to us than the terms of prior funds we have advised or funds advised by our competitors. Such terms could restrict our ability to raise investment funds with investment objectives or strategies that compete with existing funds, reduce fee revenues we earn, reduce the percentage of profits on third-party capital that we share in or add expenses and obligations for us in managing the fund or increase our potential liabilities, all of which could ultimately reduce our profitability. For instance, weour newest U.S. buyout and Asia buyout funds, both currently fundraising and yet to begin investing, have received and expect to continue to receive requests from a variety of investors and groups representing investors to increaseincreased the percentage of transaction fees that are shared with fund investors from 80% to 100% of the fees we share with our investors (or togenerate. See “—A decline to receive any transaction fees from portfolio companies ownedin the pace or size of investments by our funds). Tocarry funds could result in our receiving less revenue from transaction fees.” Additionally, a change in terms which increases the extent we accommodate such requests, itamount of fee revenue the fund investors are entitled to could result in a decreasesignificant decline in revenue generated from transaction fees. Given this change in terms, and to the extent we change our fee practices for other successor funds, we could experience a meaningful decline in the amount of transaction fee revenue we earn. Moreover, certain institutional investors have publicly criticized certain fund fee and expense structures, including management fees. We have received and expect to continue to confront requests from a variety of investors and groups representing investors to decrease fees and to modify our carried interest and incentive fee structures, which could result in a reduction in or delay in the timing of receipt of the fees and carried interest and incentive fees we earn. In addition to negotiating the overall fund rate of the management fees offered, certain fund investors have negotiated alternative management fee structures in several of our investment funds. For example, certain funds have offered a management fee rate discount for certain investors that came into the first closing of each fund. In certain cases, we have agreed to charge management fees based on invested capital or net asset value as opposed charging management fees on committed capital. Any modification of our existing fee or carry arrangements or the fee or carry structures for new investment funds could adversely affect our results of operations. See “—The alternative asset management business is intensely competitive.”
In addition, certain institutional investors, including sovereign wealth funds and public pension funds, have demonstrated an increased preference for alternatives to the traditional investment fund structure, such as managed accounts, smaller funds and co-investment vehicles. There can be no assurance that such alternatives will be as efficient as the traditional investment fund structure, or as to the impact such a trend could have on the cost of our operations or profitability if we were to implement these alternative investment structures. Moreover, certain institutional investors are demonstrating a preference to in-source their own investment professionals and to make direct investments in alternative assets without the assistance of private equity advisers like us. Such institutional investors may become our competitors and could cease to invest in our funds.
Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees.
There are often no readily ascertainable market prices for a substantial majority of illiquid investments of our investment funds. We determine the fair value of the investments of each of our investment funds at least quarterly based on the fair value guidelines set forth by generally accepted accounting principles in the United States. The fair value measurement accounting guidance establishes a hierarchal disclosure framework that ranks the observability of market inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments for which market prices are not observable include, but are not limited to illiquid investments in operating companies, real estate, energy ventures and structured vehicles, and encompass all components of the capital structure, including equity, mezzanine, debt, preferred equity and derivative instruments such as options and warrants. Fair values of such investments are determined by reference to the market approach (i.e.(i.e., multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable public entities or transactions, adjusted by management as appropriate for differences between the investment and the referenced comparables), the income approach (i.e., discounting projected future cash flows of the investee company or asset and/or capitalizing representative stabilized cash flows of the investee company or asset) and other methodologies such as prices provided by reputable dealers or pricing services, option pricing models and replacement costs. In addition, we continue to examine the impact of the TCJA on the future cash flows of certain investments, and it is possible that the TCJA could adversely impact certain investment valuations in future periods.
The determination of fair value using these methodologies takes into consideration a range of factors including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, the multiples of comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment. For example, as to investments that we share with another sponsor, we may apply a different valuation methodology than the other sponsor does and/or derive a different value than the other sponsor has derived on the same investment, which could cause some investors to question our valuations.
Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values significantly lower than the values at which investments have been reflected in prior fund net asset values would result in reduced earnings or losses for the applicable fund, the loss of potential carried interest and incentive fees and in the case of our hedge funds, management fees. Changes in values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations that we report from period to period. Also, a situation where asset values turn out to be materially different than values reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in raising additional funds.
The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.
We have presented in this reportForm 10-K information relating to the historical performance of our investment funds. The historical and potential future returns of the investment funds that we advise, however, are not directly linked to returns on our common units. Therefore, any continued positive performance of the investment funds that we advise will not necessarily result in positive returns on an investment in our common units. However, poor performance of the investment funds that we advise would cause a decline in our revenue from such investment funds, and could therefore have a negative effect on our performance, our ability to raise future funds and in all likelihood the returns on an investment in our common units.
Moreover, with respect to the historical returns of our investment funds:
we may create new funds in the future that reflect a different asset mix and different investment strategies, as well as a varied geographic and industry exposure as compared to our present funds, and any such new funds could have different returns than our existing or previous funds;
the rates of returns of our carry funds reflect unrealized gains as of the applicable measurement date that may never be realized, which may adversely affect the ultimate value realized from those funds’ investments;
unitholders will not benefit from any value that was created in our funds prior to our becoming a public company to the extent such value was previously realized;
in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in alternative investment funds, high liquidity in debt markets and strong equity markets, and the increased competition for investments may reduce our returns in the future;
the rates of returns of some of our funds in certain years have been positively influenced by a number of investments that experienced rapid and substantial increases in value following the dates on which those investments were made, which may not occur with respect to future investments;
our investment funds’ returns in some years have benefited from investment opportunities and general market conditions that may not repeat themselves (including, for example, particularly favorable borrowing conditions in the debt markets during 2005, 2006 and early 2007);themselves;
our current or future investment funds might not be able to avail themselves of comparable investment opportunities or market conditions; and the circumstances under which our funds may make future investments may differ significantly from those conditions prevailing in the past;past (including, for example, particularly favorable borrowing conditions from 2013 through early 2015 for many of our investments that relied heavily on the use of leverage);
newly-established funds may generate lower returns during the period that they take to deploy their capital.
TheOur recent performance has benefited from today's high multiples and asset prices by selling investments made in past years at what we believe to be attractive prices. In the current market environment, earning such returns on new investments will be much more difficult than in the past and the future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund or for our funds as a whole. Future returns will also be affected by the risks described elsewhere in this report, including risks of the industries and businesses in which a particular fund invests. In addition, future returns will be affected by the applicable risks described elsewhere in this report, including risks related to the industries and businesses in which our funds may invest. See “PartSee—“Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Analysis — Analysis—Fund Performance Metrics” for additional information.
Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates of return on those investments.
Many of our carry funds’ and fund of funds vehicles’ investments rely heavily on the use of leverage, and our ability to achieve attractive rates of return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. For example, in many private equity investments, indebtedness may constitute and historically has constituted up to 70% or more of a portfolio company’s or real estate asset’s total debt and equity capitalization, including debt that may be incurred in connection with the investment, whether incurred at or above the investment-level entity. The absence of available sources of sufficient debt financing for extended periods of time could therefore materially and adversely affect our CPE and Real Assets businesses. In addition, an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments thereby reducing returns. Increases in interest rates could also make it more difficult to locate and consummate private equity investments because other potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the asset. In addition, a portion of the indebtedness used to finance private equity investments often includes high-yield debt securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all, when completing an investment. Certain investments may also be financed through borrowings on fund-level debt facilities, which may or may not be available for a refinancing at the end of their respective terms. Additionally, to the extent there is a reduction in the availability of financing for extended periods of time, the purchasing power of a prospective buyer may be more limited, adversely impacting the fair value of our funds’ investments and thereby reducing the acquisition price. Finally, the interest payments on the indebtedness used to finance our carry funds’ and fund of funds vehicles’ investments have historically been deductible expenses for income tax purposes, subject to limitations under applicable tax law and policy. Any changeThe availability of interest deductions, however, may be limited under new rules imposed by the TCJA which apply complex limitations on the deductibility of business interest expense over 30% of a taxpayer’s taxable
income of such business (with adjustments for certain interest and taxes, and for taxable years before 2022, depreciation and amortization). These new rules, as well as any future changes in such tax law or policy to eliminate or substantially limit these income tax deductions, as has been discussed from time to time in various jurisdictions, wouldcould reduce the after-tax rates of return on the affected investments, which may have an adverse impact on our business and financial results. On October 5, 2015, the OECD published additional papers under the BEPS initiative. In action 4, the OECD recommends that countries adopt a limitation on excessive deductions under a fixed ratio rule and supplemented by a worldwide group ratio and certain targeted rules as needed. It is anticipated that ratios may range between 10% and 30%. It is still unclear how different countries will implement the various recommendations and it is unclear how this will affect the current deductibility of interest in the various jurisdictions. See “— Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.”
Investments in highly leveraged entities are also inherently more sensitive to declines in revenue, increases in expenses and interest rates and adverse economic, market and industry developments. Furthermore, the incurrence of a significant amount of indebtedness by an entity could, among other things:
subject the entity to a number of restrictive covenants, terms and conditions, any violation of which could be viewed by creditors as an event of default and could materially impact our ability to realize value from the investment;
allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment in it;
give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities;
limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive disadvantage compared to its competitors that have relatively less debt;
limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive returns or further growth; and
limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing, including for capital expenditures, working capital or other general corporate purposes.
As a result, the risk of loss associated with a leveraged entity is generally greater than for companies with comparatively less debt. Similarly, the leveraged nature of the investments of our Real Assets funds increases the risk that a decline in the fair value of the underlying real estate or tangible assets will result in their abandonment or foreclosure. For example, if the property-
level debt on a particular investment has reached its maturity and the underlying property value has declined below its debt-level, we may, in absence of cooperation with the lender in regards to a partial debt-write-off, be forced to put the investment into liquidation.
When our private equity funds’ portfolio investments reach the point when debt incurred to finance those investments matures in significant amounts and must be either repaid or refinanced, those investments may materially suffer if they have not generated sufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. If a limited availability of financing for such purposes were to persist for an extended period of time, when significant amounts of the debt incurred to finance our Corporate Private EquityCPE and Real Assets funds’ portfolio investments came due, these funds could be materially and adversely affected.
Many of our GMSGlobal Credit funds may choose to use leverage as part of their respective investment programs and regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to purchase or carry securities or may enter into derivative transactions (such as total return swaps) with counterparties that have embedded leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by appreciation in the securities purchased or carried and will be lost, and the timing and magnitude of such losses may be accelerated or exacerbated, in the event of a decline in the market value of such securities. Gains realized with borrowed funds may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had been no borrowings. Increases in interest rates could also decrease the value of fixed-rate debt investment that our investment
funds make. In addition, to the extent that any changes in tax law make debt financing less attractive to certain categories of borrowers, this could adversely affect the investment opportunities for our credit-focused funds.
Any of the foregoing circumstances could have a material adverse effect on our results of operations, financial condition and cash flow.
A decline in the pace or size of investments by our carry funds or fund of funds vehicles could result in our receiving less revenue from transaction fees.
The transaction fees that we earn are driven in part by the pace at which our funds make investments and the size of those investments. Any decline in that pace or the size of such investments could reduce our transaction fees and could make it more difficult for us to raise capital on our anticipated schedule. Many factors could cause such a decline in the pace of investment, including:
the inability of our investment professionals to identify attractive investment opportunities;
competition for such opportunities among other potential acquirers;
decreased availability of capital on attractive terms; and
our failure to consummate identified investment opportunities because of business, regulatory or legal complexities and adverse developments in the U.S. or global economy or financial markets.
In addition, we have confronted and expect to continue to confront requests from a variety of investors and groups representing investors to increase the percentage of transaction fees we share with our fund investors (or to decline to receive transaction fees from portfolio companies held by our funds). Also,For example, in our Asia and U.S. Buyout funds currently in the SEC has recently focused onmarket, we have increased the receiptpercentage of transaction fees that are shared with fund investors from portfolio companies80% to 100% of monitoring terminationthe fees by certain private equity sponsors, including whether such fees were appropriately disclosedwe generate. Given this change, and to limited partners and do not represent the payment of fees for services rendered. To the extent we change our current fee practices itfor other successor funds, we could result inexperience a decreasemeaningful decline in the amount of transaction fee revenue we earn. For example, in our latest U.S. buyout fund, fund investors are entitled to receive 80% of any transaction fees we generate. See “—Our investors in future funds may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”
The alternative asset management business is intensely competitive.
The alternative asset management business is intensely competitive, with competition based on a variety of factors, including investment performance, business relationships, quality of service provided to investors, investor liquidity and willingness to invest, fund terms (including fees), brand recognition, types of products offered and business reputation. Our alternative asset management business, as well as our investment funds, competes with a number of private equity funds, specialized investment funds, hedge funds, corporate buyers, traditional asset managers, real estate development companies, commercial banks, investment banks and other financial institutions (as well as sovereign wealth funds)funds and other institutional investors).
Additionally, developments in financial technology (or fintech), such as a distributed ledger technology (or blockchain), have the potential to disrupt the financial industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase our competitive risks:
a number of our competitors in some of our businesses have greater financial, technical, marketing and other resources and more personnel than we do;
some of our funds may not perform as well as competitors’ funds or other available investment products;
several of our competitors have significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that otherwise could be exploited;
some of these competitors (including strategic competitors) may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for our funds with respect to investment opportunities;
some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make;
some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less compliance expense than us;
some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors;
some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do;
our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment;
our competitors have instituted or may institute low cost high speed financial applications and services based on artificial intelligence and new competitors may enter the asset management space using new investment platforms based on artificial intelligence;
there are relatively few barriers to entry impeding the formation of new alternative asset management firms, and the successful efforts of new entrants into our various businesses, including former “star” portfolio managers at large diversified financial institutions as well as such institutions themselves, is expected to continue to result in increased competition;
some investors may prefer to pursue investments directly instead of investing through one of our funds;
some investors may prefer to invest with an asset manager that is not publicly traded or is smaller with only one or two investment products that it manages; and
other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.
We may lose investment opportunities in the future if we do not match investment prices, structures, andproducts or terms offered by our competitors. Alternatively, we may experience decreased rates of return and increased risks of loss if we match investment prices, structures and terms offered by our competitors. Moreover, if we are forced to compete with other alternative asset managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest relative to those of our competitors. However, there is a risk that fees and carried interest in the alternative asset management industry will decline, without regard to the historical performance of a manager. Fee or carried interest income reductions on existing or future funds, without corresponding decreases in our cost structure, would adversely affect our revenues and profitability. See “—Our investors in future funds may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”
The attractiveness of our investment funds relative to investments in other investment products could decrease depending on economic conditions. In addition, to the extent that any changes in tax law make debt financing less attractive to certain categories of borrowers, this could adversely affect the investment opportunities for our credit-focused funds. This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future investment funds, either of which would adversely impact our business, revenue, results of operations and cash flow. See “—Our investors in future funds may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”
The due diligence process that we undertake in connection with investments by our investment funds may not reveal all facts that may be relevant in connection with an investment.
Before making private equity and other investments, we conduct due diligence that we deem reasonable and appropriate based on the known facts and circumstances applicable to each investment. The objective of the due diligence process is to identify attractive investment opportunities based on the known facts and circumstances and initial risk assessment
surrounding an investment and, in the casedepending on our ownership or control of private equity investments, prepare a framework that may be used from the date of an acquisition to drive operational achievement and value creation. When conducting due diligence, we may be required to evaluate important and complex business, financial, regulatory, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the resources available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations and analysis. The due diligence process may at times be subjective with respect to newly-organized companies for which only limited information is available. Accordingly, we cannot be certain that the due diligence investigation that we carry out with respect to any investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. The due diligence process in connection with carve-out transactions may underestimate the complexity and/or level of dependence a business has on its parent company and affiliated entities. Because a carve-out business usually mayoften does not have financial statements that accurately reflect its true financial performance as a stand-alone business, due diligence assessments of such investments can be particularly difficult. Instances of fraud, accounting irregularities and other improper, illegal or deceptive practices can be difficult to detect, and fraud and other deceptive practices can be widespread in certain jurisdictions. Several of our funds invest in emerging market countries that may not have established laws and regulations that are as stringent as in more developed nations, or where existing laws and regulations may not be consistently enforced. For example, our funds invest throughout jurisdictions that have material perceptions of corruption according to international rating standards (such as “Transparency International” and “CorruptionInternational's Corruption Perceptions Index”) such as China, India, Indonesia, Latin America, MENA and Sub-Saharan Africa. Similarly, our funds invest in companies in the U.S. and other jurisdictions and regions with low perceived corruption but whose business may be conducted in other high-risk jurisdictions.
Due diligence on investment opportunities in these jurisdictions is frequently more complicated because consistent and uniform commercial practices in such locations may not have developed.be developed or our access to information may be very limited. Fraud, accounting irregularities and deceptive practices can be especially difficult to detect in such locations. In addition, investment opportunities may arise in companies that have historic and/or unresolved regulatory, tax, fraud or accounting related investigations, audits or enquiriesinquiries and/or have been subjected to public accusations of improper behavior. However, even heightened and specific due diligence and investigations with respect to such matters may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity and/or will be able to accurately identify, assess and quantify settlements, enforcement actions and judgments that may arise and which could have a material adverse effect on the portfolio company’s business, financial condition and operations, as well potential significant harm to the portfolio company’s reputation and prospects. We cannot be certain that our due diligence investigations will result in investments being successful or that the actual financial performance of an investment will not fall short of the financial projections we used when evaluating that investment. Failure to identify risks associated with our investments could have a material adverse effect on our business.
Our funds invest in relatively high-risk, illiquid assets, and we may fail to realize any profits from these activities for a considerable period of time or lose some or all of our principal investments.
Many of our investment funds invest in securities that are not publicly traded. In many cases, our investment funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our investment funds will not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration is available. The ability of many of our investment funds, particularly our private equity funds, to dispose of investments is heavily dependent on the public equity markets. For example, the ability to realize any value from an investment may depend upon the ability to complete an initial public offering of the portfolio company in which such investment is held. Even if the securities are publicly traded, large holdings of securities can often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in market prices during the intended disposition period. Moreover, because the investment strategy of many of our funds, particularly our private equity funds, often entails our having representation on our funds’ public portfolio company boards, our funds may be able to effect such sales only during limited trading windows. Additionally, certain provisions of the U.S. federal securities laws (e.g., Exchange Act Section 16) may constrain our investment funds' ability to effect purchases or sales of publicly traded securities. Accordingly, under certain conditions, our investment funds may be forced to either sell securities at lower prices than they had expected to realize or defer, potentially for a considerable period of time, sales that they had planned to make.
We have made and expect to continue to make significant principal investments in our current and future investment funds. Contributing capital to these investment funds is subject to significant risks, and we may lose some or all of the principal amount of our investments.
The investments of our private equity funds are subject to a number of inherent risks.
Our results are highly dependent on our continued ability to generate attractive returns from our investments. Investments made by our private equity funds involve a number of significant risks inherent to private equity investing, including the following:
we advise funds that invest in businesses that operate in a variety of industries that are subject to extensive domestic and foreign regulation, such as the telecommunications industry, the aerospace, defense and government services industry and the healthcare industry (including companies that supply equipment and services to governmental agencies), that may involve greater risk due to rapidly changing market and governmental conditions in those sectors;
significant failures of our portfolio companies to comply with laws and regulations applicable to them could affect the ability of our funds to invest in other companies in certain industries in the future and could harm our reputation;
companies in which private equity investments are made may have limited financial resources and may be unable to meet their obligations, which may be accompanied by a deterioration in the value of their equity securities or any collateral or guarantees provided with respect to their debt;
companies in which private equity investments are made are more likely to depend on the management talents and efforts of a small group of persons and, as a result, the death, disability, resignation or termination of one or more of those persons could have a material adverse impact on their business and prospects and the investment made;
companies in which private equity investments are made may be businesses or divisions acquired from larger operating entities which may require a rebuilding or replacement of financial reporting, information technology, back office and other operations;
companies in which private equity investments are made may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
companies in which private equity investments are made generally have less predictable operating results;
instances of fraud, corruption and other deceptive practices committed by senior management of portfolio companies in which our funds invest may undermine our due diligence efforts with respect to such companies and, upon the discovery of such fraud, negatively affect the valuation of a fund’s investments as well as contribute to overall market volatility that can negatively impact a fund’s investment program;
our funds may make investments that they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise, resulting in a lower than expected return on the investments and, potentially, on the fund itself;
our funds generally establish the capital structure of portfolio companies on the basis of the financial projections based primarily on management judgments and assumptions, and general economic conditions and other factors may cause actual performance to fall short of these financial projections, which could cause a substantial decrease in the value of our equity holdings in the portfolio company and cause our funds’ performance to fall short of our expectations;
under ERISA, a “trade or business” within a “controlled group” can be liable for the ERISA Title IV pension obligations (including withdrawal liability for union multiemployer plans) of any other member of the controlled group. This “controlled group” liability represents one of the few situations in which one entity’s liability can be imposed upon another simply because the entities are united by common ownership, but in order for such joint and several liability to be imposed, two tests must be satisfied: (1) the entity on which such liability is to be imposed must be a “trade or business” and (2) a “controlled group” relationship must exist among such entity and the pension plan sponsor or the contributing employer. While a number of cases have held that managing investments is not a “trade or business” for tax purposes, a 2013at least one federal Circuit Court case has concluded that a private equityan investment fund could be a “trade or business” for ERISA purposes (and,
consequently, could be liable for underfunded pension liabilities of an insolvent portfolio company) based
upon a number of factors present in that case, including the fund’s level of involvement in the management of its portfolio companies and the nature of its management fee arrangements;arrangements. Ongoing litigation related to the Circuit Court’s decision suggests that additional factors may be relevant for purposes of determining whether an investment fund could face “controlled group” liability under ERISA, including the structure of the investment, and the nature of the fund’s relationship with other affiliated investors and co-investors in the portfolio company. Moreover, regardless of whether or not an investment fund is determined to be a trade or business for purposes of ERISA, a court might hold that one of the fund’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above; and
executive officers, directors and employees of an equity sponsor may be named as defendants in litigation involving a company in which a private equity investment is made or is being made.
Our real estate funds are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.
Investments in our real estate funds will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. These risks include the following:
those associated with the burdens of ownership of real property;
general and local economic conditions;
changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding);
fluctuations in the average occupancy and room rates for hotel properties;
the financial resources of tenants;
changes in building, environmental and other laws;
failure to obtain necessary approvals and/or permits;
energy and supply shortages;
various uninsured or uninsurable risks;
natural disasters;
changes in government regulations (such as rent control);
changes in real property tax rates;
changes in interest rates;
the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable;
negative developments in the economy that depress travel activity;
environmental liabilities;
contingent liabilities on disposition of assets;
unexpected cost overruns in connection with development projects;
terrorist attacks, war and other factors that are beyond our control; and
dependence on local operating partners.
During 2008 and 2009,In addition to real property assets, our real estate funds may also invest in real estate related operating companies such as logistics hubs and data centers. These investments are similar to the portfolio investments made by our Corporate Private Equity funds and are subject to similar risks and uncertainties as apply to those operating companies. See "—The investments of our private equity funds are subject to a number of inherent risks."
Real estate markets in the United States, Europe and Japan generally experiencedmay experience sharp increases in capitalization rates and declines in value as a result of the overall economic decline and the limited availability of financing. As a result,financing and the value of certain investments in our real estate funds declined significantly.may decline significantly, as was the case in 2008 and 2009 in the United States, Europe and Japan. In addition, if our real estate funds acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, they will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of our fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. Additionally, our funds’ properties may beare often managed by a third party, which makes us dependent upon such third parties and subjects us to risks
associated with the actions of such third parties. Any of these factors may cause the value of the investments in our real estate funds to decline, which may have a material impact on our results of operations.
We often pursue investment opportunities that involve business, regulatory, legal or other complexities.
As an element of our investment style, we may pursue unusually complex investment opportunities. This can often take the form of substantial business, regulatory, tax, or legal complexity that would deter other asset managers. Our tolerance for complexity presents risks, as such transactions can be more difficult, expensive and time-consuming to finance and execute; it can be more difficult to manage or realize value from the assets acquired in such transactions; and such transactions sometimes entail a higher level of regulatory scrutiny or a greater risk of contingent liabilities. The complexity of these transactions could also make it more difficult to find a suitable buyer. Any of these risks could harm the performance of our funds.
Our investment funds make investments in companies that we do not control.
Investments by many of our investment funds will include debt instruments and equity securities of companies that we do not control. Such instruments and securities may be acquired by our investment funds through trading activities or through purchases of securities from the issuer. In addition, our funds may acquire minority equity interests in large transactions, which may be structured as “consortium transactions” due to the size of the investment and the amount of capital required to be invested. A consortium transaction involves an equity investment in which two or more private equity or other firms serve together or collectively as equity sponsors. We participated in a number of consortium transactions in prior years due to the increased size of many of the transactions in which we were involved. Consortium transactions generally entail a reduced level of control by our firm over the investment because governance rights must be shared with the other consortium sponsors. Accordingly, we may not be able to control decisions relating to a consortium investment, including decisions relating to the management and operation of the company and the timing and nature of any exit. Our funds may also dispose of a portion of their majority equity investments in portfolio companies over time in a manner that results in the funds retaining a minority investment. Those investments may be subject to the risk that the company in which the investment is made may make business, tax, legal, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur, the value of investments by our funds could decrease and our financial condition, results of operations and cash flow could suffer as a result.
Our investment funds may invest in assets denominated in currencies which differ from the currency in which the Fund is denominated.
When our investment funds invest in assets denominated in currencies that differ from the functional currency of the relevant fund, fluctuations in currency rates could impact the performance of the investment funds. For example, Carlyle sponsors U.S. dollar-denominated funds that invest in assets denominated in foreign currencies such as our Buyout, Growth Capital, and Real Estate funds in Asia as well as our buyout funds in South America and Africa. In the event that the U.S. dollar appreciates, the market value of the investments in these funds will decline even if the underlying investments perform well in local currency. In addition, our Europe buyout and Growth Capital funds are Euro-denominated and may have investments
denominated in U.S. Dollar, Great British Pound, or other currencies. In the event the Euro appreciates, the market value of investments in these funds would decline even if the underlying investments perform well in local currency.
We may employ hedging techniques to manage these risks, but we can offer no assurance that such strategies will be effective or tax-efficient. If we engage in hedging transactions, we may be exposed to additional risks associated with such transactions. See “—Risks Related to Our Business Operations—Risk management activities may adversely affect the return on our and our funds’ investments.” And “—Regulatory changes in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business.”
Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.
Many of our investment funds generally invest a significant portion of their assets in the equity, debt, loans or other securities of issuers that are headquartered outside of the United States, such as China, India, Indonesia, Latin America, MENA and Sub-Saharan Africa. A substantial amount of these foreign investments consist of investments made by our carry funds. For example, as of December 31, 2014,2017, approximately 37%38% of the equitycumulative capital invested by our Corporate Private Equity, Real Assets and Global Credit carry funds was attributable to foreign investments. Investments in non-U.S. securities involve risks not typically associated with investing in U.S. securities, including:
certain economic and political risks, including potential exchange control regulations and restrictions on our non-U.S. investments and repatriation of profits on investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments;
the imposition of non-U.S. taxes on gains from the sale of investments or other distributions by our funds;
the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation;
changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments;
limitations on the deductibility of interest for income tax purposes in certain jurisdictions;
differences in the legal and regulatory environment or enhanced legal and regulatory compliance;
limitations on borrowings to be used to fund acquisitions or dividends;
political hostility to investments by foreign or private equity investors, including increased risk of government expropriation;
less liquid markets;
reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms;
adverse fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another;
higher rates of inflation;
higher transaction costs;
less government supervision of exchanges, brokers and issuers;
less developed bankruptcy, limited liability company, corporate, partnership and other laws (which may have the effect of disregarding or otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio company to adversely impact us or an unrelated fund or portfolio company);
difficulty in enforcing contractual obligations;
less stringent requirements relating to fiduciary duties;
fewer investor protections and less publicly available information in respect of companies in non-U.S. markets; and
greater price volatility.
We operate in numerous national and subnational jurisdictions throughout the world and are subject to complex taxation requirements that could result in the imposition of taxes in excess of any amounts that are reserved
as a cash or financial statement matter for such purposes. In addition, the portfolio companies of our funds are typically subject to taxation in the jurisdictions in which they operate. It is possible that a taxing authority could take a contrary view of our tax position or there could be changes in law subsequent to the date of an investment in a particular portfolio company will adversely affect returns from that investment, or adversely affect any prospective investments in a particular jurisdiction, for example as a result of new legislation in any such local jurisdiction affecting the deductibility of interest or other expenses related to acquisition financing.
In the event a portfolio company outside the United States experiences financial difficulties, we may consider local laws, corporate organizational structure, potential impacts on other portfolio companies in the region and other factors in developing our business response. Among other actions, we may seek to enhance the management team or make fund capital investments from our investment funds, our senior Carlyle professionals and/or us. To the extent we and/or certain of our senior Carlyle professionals fund additional capital into a company that is experiencing difficulties, we may be required to consolidate the entity into our financial statements under applicable U.S. GAAP. See “—Risks Related to Our Organizational Structure —The ConsolidationStructure—The consolidation of Investment Funds, Holding Companiesinvestment funds, holding companies or Operating Businessesoperating businesses of Our Portfolio Companies Could Makeour portfolio companies could make it More Difficultmore difficult to Understandunderstand the Operating Performanceoperating performance of the Partnership and Could Create Operational Risks Forcould create operational risks for the Partnership.”
Our funds’ investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies.currencies or that there will be changes in the cost of currency conversion and/or exchange control regulations. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Additionally, the increase in the value of the dollar makes it more difficult for companies outside of the United States that depend on non-dollar revenues to repay or refinance their dollar liabilities and a stronger dollar also reduces the domestic value of the foreign sales and earnings of U.S.-based businesses.
Regulatory action to implement controls on foreign exchange and outbound remittances of currency could also impact the dollar value of investments proceeds, interest and dividends received by our investment funds, gains and losses realized on the sale of investments and the timing and amount of distributions, if any, made to us. For example certain Asian countries, including China have implemented stricter controls on foreign exchange and outbound remittances, and several governmental entities such as, The Peoples Bank of China (PBOC), the State Administration of Foreign Exchange (SAFE), the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM) have instituted additional reporting, review and verification steps around control outbound payments on capital account items. Furthermore, in certain cases, our fund management fees are denominated in foreign currencies. With respect to those funds, we are subject to the risk that the value of a particular currency will change in relation to one or more other currencies in which the fund has incurred expenses or has made investments. With respect to investments made in a different currency, fluctuations in such currencies could impact an investment fund’s net asset value. We may employ hedging techniques to minimize these risks, but we can offer no assurance that such strategies will be effective or tax-efficient. If we engage in hedging transactions, we may be exposed to additional risks associated with such transactions. See “— Risks Related to Our Business Operations —Risk management activities may adversely affect the return on our funds’ investments.”
We may need to pay “giveback” obligations if and when they are triggered under the governing agreements with our investors.
If, at the end of any of the life of aour CPE, Real Assets and Global Credit carry fundfunds (or earlier with respect to certain of our funds), the carry fund has not achieved investment returns that (in most cases) exceed the preferred return threshold or (in almost all cases) the general partner receives net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, we will be obligated to repay an amount equal to the extent to which carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled. TheseThis repayment obligation is known as a “giveback” obligation. As of December 31, 2017, we had accrued a giveback obligation of $66.8 million, representing the giveback obligation that would need to be paid by the firm if the carry funds were liquidated at their current fair values at that date. The majority of these repayment obligations may beare related to amounts previously distributed to our senior Carlyle professionals prior to the completion of our initial public offering, with respect to which our common unitholders did not receive any benefit. This obligation is known as a “giveback” obligation. As of December 31, 2014, we had2017, approximately $28.9 million of the total accrued giveback obligation is
attributable to Carlyle Holdings, $27.4 million of which relates to the accrued giveback obligation from the Legacy Energy Funds.
When payment of a giveback obligation is anticipated (or "realized"), the portion of $113.4 million, inclusivethis liability that is expected to be borne by the unitholders (i.e., the amount not expected to be funded by Carlyle professionals) has the effect of giveback obligations accrued for Consolidated Funds, representing thereducing our Distributable Earnings, which therefore may result in a lower distribution to unitholders. Any remaining giveback obligation that would needrequired to be paid iffunded on behalf of our funds (most of which is attributable to Energy IV and Renew II) would generally be due upon the carry funds were liquidated at their current fair values at that date. liquidation of the remaining assets from the funds.
If, as of December 31, 2014,2017, all of the investments held by our carry funds were deemed worthless, the amount of realized and distributed carried interest subject to potential giveback would have been $1.4$0.7 billion, on an after-tax basis where applicable. Since inception, we have paid $48.6$199.6 million backin aggregate giveback obligations, which was funded primarily through collection of employee receivables related to fund investors to satisfy our giveback obligations.obligations and from Carlyle professionals and other non-controlling interests for their portion of the obligation.
Although a giveback obligation is several to each person who received a distribution, and not a joint obligation, the governing agreements of our funds generally provide that to the extent a recipient does not fund his or her respective share, then we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obligations. As of December 31, 2017, approximately $37.9 million of our $66.8 million accrued giveback obligation is attributable to various current and former senior Carlyle professionals. We have historically withheld a portion of the cash from carried interest distributions to individual senior Carlyle professionals and other employees as security for their potential giveback obligations. We also set aside cash reserves from carried interest we receive and retain for potential giveback obligations that we may be required to fund in the future. However, we have not set aside additional cash reserves relating to the secondary liability we retain for the giveback obligations attributable to our individual senior Carlyle professionals and other employees if they fail to satisfy these obligations. We may need to use or reserve cash to repay such giveback obligations instead of using the cash for other purposes. See “Part I. Item 1. Business —StructureBusiness—Structure and Operation of Our Investment Funds —IncentiveFunds—Incentive Arrangements / Fee Structure” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations—Contingent Obligations (Giveback)” and Notes 2 and 119 to the consolidated financial statements.statements included in this Annual Report on Form 10-K.
Our investment funds often make common equity investments that rank junior to preferred equity and debt in a company’s capital structure.
In most cases, the companies in which our investment funds invest have, or are permitted to have, outstanding indebtedness or equity securities that rank senior to our fund’s investment. By their terms, such instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investment. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would typically be entitled to receive payment in full before distributions could be made in respect of our investment. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following an insolvency, the ability of our funds to influence a company’s affairs and to take actions to protect their investments may be substantially less than that of the senior creditors.
Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund for cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote and to terminate the investment period under certain circumstances and investors in certain of the investment funds we advise may redeem their investments. These events would lead to a decrease in our revenues, which could be substantial.
The governing agreements of substantiallyalmost all of our carry funds provide that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of the fund for cause or to accelerate the liquidation date of the investment fund without cause by a simple majority vote, resulting in a reduction in management fees we would earn from such investment funds and a significant reduction in the expected amounts of total carried interest and incentive fees from those funds. Carried interest and incentive fees could be significantly reduced as a result of our inability to maximize the value of investments by an investment fund during the liquidation process or in the event of the triggering of a “giveback” obligation. Finally, the applicable funds would cease to exist after completion of liquidation and winding-up. In addition, the governing agreements of certain of our investment funds provide that in the event certain “key persons” in our investment funds do not meet specified time commitments with regard to managing the fund (for example, certain of the investment professionals serving on the investment committee or advising the fund), then investors in certain funds have the right to vote to terminate the
investment period by a simple majority vote in accordance with specified procedures, accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automatically terminate and the vote of a simple majority
of investors is required to restart it. In addition to having a significant negative impact on our revenue, earnings and cash flow, the occurrence of such an event with respect to any of our investment funds would likely result in significant reputational damage to us and could negatively impact our future fundraising efforts.
The AlpInvest fund of funds vehicles generally provide for suspension or termination of the investment commitments in the event of cause,period if there is a key person or regulatory events, changes in control of Carlyle or of majority ownership of AlpInvest, and, in some cases, other performance metrics, or in a limited number of cases,event, the right of a supermajority of the investors to remove the general partner of the fundwith cause and, in some cases, without cause, but generally have not provided for liquidation without cause.
The latest generation of Metropolitan funds generally provide for suspension of the investment period if there is a key person event, the right of a supermajority of investors to remove the general partner with or without cause, and the right of a majority of investors to accelerate the liquidation date of the fund without cause by a simple majority vote.
Where AlpInvest fund ofand Metropolitan funds vehicles include “key person” provisions, they are focused on specific existing AlpInvest personnel.or Metropolitan personnel as applicable. While we believe that existing AlpInvest management have appropriate incentives to remain at AlpInvest,in their respective positions, based on equity ownership, profit participation and other contractual provisions, we are not able to guarantee the ongoing participation of AlpInvestthe management team members in respect of the AlpInvest fund of funds vehicles. In addition, certain AlpInvest fund of fundsand Metropolitan vehicles are structured as "fund-of-one" managed accounts which typically have historically had few or even a single investor. Ininvestor or a few affiliated investors. The investor(s) in such cases, an individual investorvehicles may hold disproportionate authority over decisions reserved for third-party investors. InvestorsFurther, in our managed accounts or “funds of one” vehicles generallymany cases, such investors have bespoke rights allowing them to, among other things, terminate the investment period or cause a dissolution of the account or vehicle for a variety of reasons. To the extent these accounts orfund-of-one vehicles cease to invest or are dissolved, the fees generated by them may be reduced.
Third-party investors in our onshore commodity hedge funds have the right to remove the general partner of the fund by a simple majority vote in accordance with specified procedures.
Investors in our hedge funds and DGAM funds may generally redeem their investments on an annual, semi-annual or quarterly basis without penalty following the expiration of a specified period of time when capital may not be withdrawn (typically between three months and three years), subject to the applicable fund’s specific redemption provisions. In a declining market, the pace of redemptions and consequent reduction in our AUM could accelerate. The decrease in revenues that would result from significant redemptions in our hedge funds could have a material adverse effect on our business, revenue and cash flow. For example, our AUM in our GMS hedge fund operations declined $1.4 billion from September 30, 2014 to December 30, 2014 and, due to the effect of the net redemption notifications received during the fourth quarter of 2014, declined an additional $2.2 billion on January 1, 2015, which would negatively impact management fee revenue in our GMS segment if such redemptions are not replaced with subscriptions.
In addition, because our investment funds generally have an adviser that is registered under the Advisers Act, the management agreements of each of our investment funds would be terminated upon an “assignment” to a third-party of these agreements without appropriate investor consent, which assignment may be deemed to occur in the event these advisers were to experience a change of control. We cannot be certain that consents required to assignments of our investment management agreements will be obtained if a change of control occurs. “Assignment” of these agreements without investor consent could cause us to lose the fees we earn from such investment funds.
Third-party investors in our investment funds with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.
Investors in our carry funds and fund of funds vehicles make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their obligations (for example, management fees) when due. Any investor that did not fund a capital call would generally be subject to several possible penalties, including having a significant amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for instance early in the life of the fund, then the forfeiture penalty may not be as meaningful. Investors may also negotiate for lesser or reduced penalties at the outset of the fund, thereby inhibiting our ability to enforce the funding of a capital call. Third-partyOur use of subscription lines of credit to purchase an investment prior to calling capital from fund investors could increase the prevalence of defaulting limited partners. Should the value of an investment funded through a fund line-of-credit decline, especially early in a fund's life-cycle where minimal capital has been contributed by the fund's investors, a limited partner may decide not to fund its commitment. In addition, third-party investors in private equity, real estate assets and venture capital funds typically use distributions from prior investments to meet future capital calls. In cases where valuations of investors’ existing investments fall and the pace of distributions slows, investors may be unable to make new commitments to third-party managed investment funds such as those advised by us. If investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and performance of those funds could be materially and adversely affected.
UnderIn addition, our agreementfailure to comply with the New York Attorney General, in May 2009, weapplicable pay-to-play laws, regulations and/or policies adopted by a number of states and municipal pension funds as well as the New York Attorney General’s Public Pension Fund Reform Code of Conduct. Such code of conduct governs ours interactions withConduct, may, in certain instances, excuse a public pension funds in the United States and, among other matters, (a) bans the use of outside placement agents and lobbyists in connection with obtaining investments from such public pension funds, (b) bans certain campaign contributions in the United States and (c) provides for (i) increased disclosure, (ii) strengthened employment, confidentiality and gift policies, and (iii) conflicts of interest procedures as they relate to public pension funds in the United States. Among other consequences, in the event that we
materially violate this code, we may be disqualified from doing further business with the pension fund investor for a period of up to 10 years. In addition, a pension fund investor may be excused from its obligation to make further capital contributions relating to all or any part of an investment or mayallow it to withdraw from the fund. If a public pension fund investor were to seek to be excused from funding a significant amount of capital calls for any particular fund or funds, the operation and performance of those funds could be materially and adversely affected.
Our failure to deal appropriately with conflicts of interest in our investment business could damage our reputation and adversely affect our businesses.
As we have expanded and as we continue to expand the number and scope of our businesses, we increasingly confront potential conflicts of interest relating to our funds’ investment activities. For example, a decision to acquire material, non-public information about a company while pursuing an investment opportunity for a particular fund may give rise to a potential conflict of interest that results in our having to restrict the ability of other funds to take any action. Certain of our funds, managed accounts or investment vehicles may have overlapping investment objectives, including coinvestmentco-investment funds and funds that have different fee structures, and potential conflicts may arise with respect to our decisions regarding how to allocate investment opportunities among those funds, managed accounts or investors. Different private equity funds may invest in a single portfolio company, for example where the fund that made an initial investment no longer has capital available to invest. We may also cause different private equity funds to invest in a single portfolio company, for example where the fund that made an initial investment no longer has capital available to invest. We may also cause different funds that we manage to purchase different classes of securities in the same portfolio company. For example, one of our GMS funds could acquire a debt security issued by the same company in which one of our buyout funds owns common equity securities. A direct conflict of interest could arise between the debt holders and the equity holders if such a portfolio company was to develop insolvency concerns, and that conflict would have to be carefully managed by us. It is also possible that in the event the portfolio company goes through a bankruptcy proceeding, the interests of the fund holding the debt securities may be subordinated, recharacterized or otherwise adversely affected by virtue of the involvement and actions of the fund holding the equity in the portfolio company. In addition, conflictssuch a case, the debt security could be converted into equity and the prospects of repayment greatly diminished. Conflicts of interest may also exist in the valuation of our investments and regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies and conflicts could also arise in respect of the ultimate disposition of such investments. Due to recent changes in the tax treatment of carried interest under the TCJA, conflicts of interest may arise with investors in certain of our funds in connection with the general partner’s decisions with respect to the sequence and timing of disposals of investments in such funds. To the extent we fail to appropriately deal with any such conflicts, it could negatively impact our reputation and ability to raise additional funds and the willingness of counterparties to do business with us or result in regulatory liability or potential litigation against us.
Risk management activities may adversely affect the return on our and our funds’ investments.
When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments to limit our exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices. The scope of risk management activities undertaken by us varies based on the level and volatility of interest rates, prevailing foreign currency exchange rates, the types of investments that are made and other changing market conditions. The use of hedging transactions and other derivative instruments to reduce the effects of a decline in the value of a position does not eliminate the possibility of fluctuations in the value of the position or prevent losses if the value of the position declines. Such transactions may also limit the opportunity for gain if the value of a position increases. Moreover, it may not be possible to limit the exposure to a market development that is so generally anticipated that a hedging or other derivative transaction cannot be entered into at an acceptable price. The success of any hedging or other derivative transaction generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into such a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall firm or investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.
While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, thatwhich may reduce the returns generated by the firm or a fund. Finally, the CFTC has made several public statements that it may soon issue a proposal for certain foreign exchange products to be subject to mandatory clearing, whichSee “—Rapidly changing regulations regarding derivatives and commodity interest transactions could increase the costadversely impact various aspects of entering into currency hedges.our business."
Certain of our fund investments may be concentrated in particular asset types or geographic regions, which could exacerbate any negative performance of those funds to the extent those concentrated investments perform poorly.
The governing agreements of our investment funds contain only limited investment restrictions and only limited requirements as to diversification of fund investments, either by geographic region or asset type. For example, we advise funds that invest predominantly in the United States, Europe, Asia, South America, Ireland, Peru, Japan, or Sub-Saharan Africa or
MENA;Africa; and we advise funds that invest in a single industry sector, such as financial services and power. During periods of difficult market conditions or slowdowns in these sectors or geographic regions, decreased revenue, difficulty in obtaining access to financing
and increased funding costs experienced by our funds may be exacerbated by this concentration of investments, which would result in lower investment returns for our funds. Such concentration may increase the risk that events affecting a specific geographic region or asset type will have an adverse or disparate impact on such investment funds, as compared to funds that invest more broadly. In addition, certain of our hedge funds may hold large positions in a single issuer or may be focused on particular industries or commodities. Idiosyncratic factors impacting specific companies or securities can materially affect fund performance depending on the size of the position. For example,
Our energy business is involved in September 2014, oil and gas exploration and development which involves a high degree of risk.
Our energy teams focus on investments in businesses involved in oil and gas exploration and development, which can be a speculative business involving a high degree of risk, including:
the performanceuse of new technologies;
reliance on estimates of oil and gas reserves in the evaluation of available geological, geophysical, engineering and economic data for each reservoir;
encountering unexpected formations or pressures, premature declines of reservoirs, blow-outs, equipment failures and other accidents in completing wells and otherwise, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well fluids, adverse weather conditions, pollution, fires, spills and other environmental risks; and
the volatility of oil and natural gas prices.
While the price of oil generally increased in 2017, we continue to see volatility. Prices for oil and natural gas are subject to wide fluctuation in response to relatively minor changes in the supply of and demand for oil and natural gas as well as numerous additional factors such as market uncertainty, speculation, the level of consumer product demand, the refining capacity of oil purchasers, weather conditions, domestic and non-U.S. governmental regulations, the price and availability of alternative fuels, political conditions in the Middle East and Africa, actions of the Organization of Petroleum Exporting Countries, the non-U.S. supply of oil and natural gas, the price of non-U.S. imports and overall economic conditions. In addition, changes in commodity prices can vary widely from one location to the next depending upon the characteristics of the production and the availability of gathering, transportation, processing and storage facilities used to transport the oil and gas to markets. The increase in oil prices in 2017 had a positive impact on our hedgenatural resources and Legacy Energy portfolio which appreciated 30% and 6%, respectively, for the year. In the event oil prices decline, it is possible our portfolio could be adversely impacted.
Our funds was adversely impacted whenmay utilize special purpose acquisition companies (SPACs) to make investments in the valueenergy industry. SPACs are publicly-traded companies that raise funds from public investors through an initial public offering (IPO) of oneunits in order to compete an initial business combination within 24 months from the date of its large investments fell following an adverse court ruling.the IPO. If a SPAC does not complete the business combination within 24 months, our investment funds will bear certain sunk costs and the SPAC will dissolve.
Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments may be subject to a greater risk of poor performance or loss.
Certain of our investment funds, especially our distressed and corporate opportunities funds, may invest in business enterprises involved in work-outs, liquidations, reorganizations, bankruptcies and similar transactions and may purchase high risk receivables. An investment in such business enterprises entails the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the fund of the security or other financial instrument in respect of which such distribution is received. In addition, if an anticipated transaction does not in fact occur, the fund may be required to sell its investment at a loss. Investments in troubled companies may also be adversely affected by U.S. federal and state laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and a bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve substantial litigation, which has the potential to adversely impact us or unrelated funds or portfolio companies. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk of loss by a fund of its entire investment in such company.
Our private equity funds’ performance, and our performance, may be adversely affected by the financial performance of our portfolio companies and the industries in which our funds invest.
Our performance and the performance of our private equity funds are significantly impacted by the value of the companies in which our funds have invested. Our funds invest in companies in many different industries, each of which is subject to volatility based upon economic and market factors. Over the last few years,Since the global financial crisis, we have experienced and subsequent recovery has caused significant fluctuations in the value of securities held by our funds. The concomitant recession and recovery in the real economy subsequent to the global financial crisis also exerted a significant impact on overall performance activity and the demands for many of the goods and services provided by portfolio companies of the funds we advise. Although the U.S. economy has registered fiveeight consecutive years of growth in real GDP, there remain many obstacles to continued growth in the economy such as geopolitical events, increased risk of deflation interacting withrising interest rates or a flattening yield curve, weakening credit markets, high levels of public debt, levels, and externalpotential economic weakness.crises outside of the U.S. These factors and other general economic trends are likely to impact the performance of portfolio companies in many industries and in particular, industries that anticipated that the global GDP would quickly return to its pre-crisis trend. The recent slowdown in emerging market economies (EMEs) also creates risk for companies that export or operate in these markets. In addition, the value of our investments in portfolio companies in the financial services industry is impacted by the overall health and stability of the credit markets. For example, the sovereign debt crisisA rebound in the euro area contributed to a lengthy recession from 2011strength of the U.S. Dollar could also increase default risk on U.S. dollar-denominated loans and bonds issued by businesses domiciled in emerging market economies (EMEs), particularly in those economies whose currencies declined sharply relative to the first quarter ofU.S. dollar between 2013 that impairedand 2016. An increase in emerging markets corporate loan performance andor sovereign defaults could further weakened bank balance sheets. Actions required to be taken by certain European countries as a condition to financial rescue packages have resultedimpair funding conditions or depress asset prices in increased political discord within and among Eurozone countries. As a result, there has been a strain on banks and other financial services participants, which could have a material adverse impact on such portfolio companies.these economies. The performance of our private equity funds, and our performance, may be adversely affected to the extent our fund portfolio companies in these industries experience adverse performance or additional pressure due to these downward trends. With respect to real estate, various factors could halt or limit a recovery in the housing market and have an adverse effect on investment performance, including, but not limited to, deflation in consumer prices, a low level of consumer confidence in the economy and/or the residential real estate market and rising mortgage interest rates. In response to financial difficulties that are currently being experienced or that may be experienced in the future by certain portfolio companies or real estate investments, we may consider legal, regulatory, tax or other factors in determining the steps we may take to support such companies or investments, which may include enhancing the management team or funding additional capital investments from our investment funds, our senior Carlyle professionals and/or us. The actions we may take to support companies or investments experiencing financial difficulties may not be successful in remedying the financial difficulties and our investment funds, our senior Carlyle professionals or we may not recoup some or all of any capital investments made in support of such companies or investments. To the extent we and/or certain of our senior Carlyle professionals fund additional capital into a portfolio company or real estate investment that is experiencing difficulties,
we may be required to consolidate such entity into our financial statements under applicable U.S. GAAP. See “—Risks Related to Our Organizational Structure—The ConsolidationStructure-The consolidation of Investment Funds, Holding Companiesinvestment funds, holding companies or Operating Businessesoperating businesses of Our Portfolio Companies Could Makeour portfolio companies could make it More Difficultmore difficult to Understandunderstand the Operating Performanceoperating performance of the Partnership and Could Create Operational Risks Forcould create operational risks for the Partnership.”
The financial projections of our portfolio companies could prove inaccurate.
Our funds generally establish the capital structure of portfolio companies on the basis of financial projections prepared by the management of such portfolio companies. These projected operating results will normally be based primarily on judgments of the management of the portfolio companies. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. General economic conditions, which are not predictable, along with other factors may cause actual performance to fall short of the financial projections that were used to establish a given portfolio company’s capital structure. Because of the leverage that we typically employ in our investments, this could cause a substantial decrease in the value of our equity holdings in the portfolio company. The inaccuracy of financial projections could thus cause our funds’ performance to fall short of our expectations.
Contingent liabilities could harm fund performance.
We may cause our funds to acquire an investment that is subject to contingent liabilities. Such contingent liabilities could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or protect against the risks that they present. Acquired contingent liabilities could thus result in unforeseen losses for our funds. In addition, in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business. A fund may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities by a fund, even after the disposition of an investment. Accordingly, the inaccuracy of representations and warranties made by a fund could harm such fund’s performance.
We and our investment funds are subject to risks in using prime brokers, custodians, administrators and other agents and third-party service providers.
We and many of our investment funds depend on the services of prime brokers, custodians, administrators and other agents and third-party service providers to carry out certain securities transactions and other business functions.
The counterparty to one or more of our or our funds’ contractual arrangements could default on its obligations under the contract. If a counterparty defaults, we and our funds may be unable to take action to cover the exposure and we or one or more of our funds could incur material losses. Among other systems, our data security, data privacy, investor reporting and business continuity processes could be impacted by a third party's inability or unwillingness to perform pursuant to our arrangements with them. In addition, we could suffer legal and reputational damage from such failure to perform if we are then unable to satisfy our obligations under our contracts with third parties or otherwise and could suffer losses in the event we are unable to comply with certain other agreements.
The terms of our contracts with third parties surrounding securities transactions are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight, although the Dodd-Frank Act provides for new regulation of the derivatives market.oversight. In particular, some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these counterparties.
The consolidation and elimination of counterparties resulting from the disruption in the financial markets has increased our concentration of counterparty risk and has decreased the number of potential counterparties. Our carry funds generally are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. In the event of the insolvency of a party that is holding our assets or those of our funds as collateral, we and our funds may not be able to recover equivalent assets in full as we and our funds will rank among the counterparty’s unsecured creditors. In addition, our and our funds’ cash held with a prime broker, custodian or counterparty may not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and we and our funds therefore may rank as unsecured creditors in relation thereto. The inability to recover our or our investment funds’ assets could have a material impact on us or on the performance of our funds. In addition, counterparties have generally reacted to recent market volatility by tightening their underwriting standards and increasing their margin requirements for all categories of financing, which has the result of decreasing the overall amount of leverage available and increasing the costs of borrowing.
Investments in the natural resources industry, including the power industry, involve various operational, construction and regulatory risks.
The development, operation and maintenance of power generation facilities involves various operational risks, which can include mechanical and structural failure, accidents, labor issues or the failure of technology to perform as anticipated. Events outside our control, such as economic developments, changes in fuel prices or the price of other feedstocks, governmental policies, demand for energy and the like,similar events, could materially reduce the revenues generated or increase the expenses of constructing, operating, maintaining or restoring power generation businesses. In turn, suchSuch developments could impair a portfolio company’s ability to repay its debt or conduct its operations. We may also choose to or be required to decommission a power generation facility or other asset. The decommissioning process could be protracted and result in the incurrence of significant financial and/or regulatory obligations or other uncertainties.
Our natural resource portfolio companies may also face construction risks typical for power generation and related infrastructure businesses, including, without limitation:
labor disputes, work stoppages or shortages of skilled laborlabor;
shortages of fuels or materials,materials;
slower than projected construction progress and the unavailability or late delivery of necessary equipment,equipment;
delays caused by or in obtaining the necessary regulatory approvals or permits,permits;
adverse weather conditions and unexpected construction conditions,conditions;
accidents or the breakdown or failure of construction equipment or processes,processes;
difficulties in obtaining suitable or sufficient financing,financing; and
force majeure or catastrophic events such as explosions, fires and terrorist activities and other similar events beyond our control.
Such developments could result in substantial unanticipated delays or expenses and, under certain circumstances, and could prevent completion of construction activities once undertaken. Construction costs may exceed estimates for various reasons, including inaccurate engineering and planning, labor and building material costs in excess of expectations and unanticipated problems with project start-up. Such unexpected increases may result in increased debt service costs and funds being insufficient to complete construction. Portfolio investments under development or portfolio investments acquired to be developed may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced. Any events of this nature could severely delay or prevent the completion of, or significantly increase the cost of, the construction. In addition, there are risks inherent in the construction work which may give rise to claims or demands against one of our portfolio companies from time to time. Delays in the completion of any power project may result in lost revenues or increased expenses, including higher operation and maintenance costs related to such portfolio company.
Investments in electric utility industries both in the United States and abroad continue to experience increasing competitive pressures, primarily in wholesale markets, as a result of consumer demands, technological advances, greater availability of natural gas and other factors. Changes in regulation may support not only consolidation among domestic utilities, but also the disaggregation of vertically integrated utilities into separate generation, transmission and distribution businesses. As a result, additional significant competitors could become active in the independent power industry.
The power and energy sectors are the subject of substantial and complex laws, rules and regulation. These regulators include Federal Energy Regulatory Commission (the “FERC”), which has jurisdiction over the transmission and wholesale sale of electricity in interstate commerce and over the transportation, storage and certain sales of natural gas in interstate commerce, including the rates, charges and other terms and conditions for such services, respectively and the North American Electric Reliability Corporation (“NERC”), the purpose of which is to establish and enforce reliability standards applicable to all users, owners and operators of the bulk power system. These regulators derive their authority from, among other laws, the Federal Power Act, as amended (the “FPA”), The Energy Policy Act of 2005, Natural Gas Act, as amended (the “NGA”) and state and, perhaps, local public utility laws. On the state level, some state laws require approval from the state commission before an electric utility operating in the state may divest or transfer electric generation facilities. Most state laws require approval from the state commission before an electric utility company operating in the state may divest or transfer distribution facilities. Failure to comply with applicable laws, rules regulations and standards could result in the prevention of operation of certain
facilities or the prevention of the sale of such a facility to a third party, as well as the loss of certain rate authority, refund liability, penalties and other remedies, all of which could result in additional costs to a portfolio company and adversely affect the investment results.
Our energy business is involved in oil In addition, any legislative efforts by the current administration or Congress to overturn or modify policies or regulations enacted by the prior administration that placed limitations on coal and gas electric generation, mining and/or exploration and developmentcould adversely affect our alternative energy investments. Conversely, any governmental policy changes encouraging resource extraction could have the effect of holding down energy prices, which involvescould have a high degree of risk.
Our energy teams focusnegative impact on investments in businesses involved in oil and gas exploration and development, which can be a speculative business involving a high degree of risk, including:
the use of new technologies,
reliance on estimates of oil and gas reserves in the evaluation of available geological, geophysical, engineering and economic data for each reservoir,
encountering unexpected formations or pressures, premature declines of reservoirs, blow-outs, equipment failures and other accidents in completing wells and otherwise, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well fluids, adverse weather conditions, pollution, fires, spills and other environmental risks, and
the volatility of oil and natural gas prices.
In the later part of 2014, the price of oil dropped dramatically. Our current exposure to the oil industry is primarily through our Legacy Energy funds, which had approximately $10 billion in AUM as of December 31, 2014. Notwithstanding the size of the funds, our economic interest in these funds is limited pursuant to the termscertain of our relationship with Riverstone. For example, we receive a range of performance fees from our Legacy Energy funds, from 40% from the earlier vintage funds to 16% of the performance fees generated by Energy IV, with a weighted average of 20% based on remaining fair value invested. Due to the performance of the Legacy Energy funds in the fourth quarter, a majority of the Legacy Energy funds were in a giveback position as of December 31, 2014. If investment performance does not improve, Carlyle and certain senior Carlyle professionals will be required to fund such giveback obligation at the end of the life of the relevant fund. See “—We may need to pay “giveback” obligations if and when they are triggered under the governing agreements with our investors” and Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.energy investments.
Our Investment Solutions business is subject to additional risks.
Our Investment Solutions business is subject to additional risks, including the following:
The Investment Solutions business is subject to business and other risks and uncertainties generally consistent with our business as a whole, including without limitation legal, tax and regulatory risks, the avoidance or management of conflicts of interest and the ability to attract and retain investment professionals and other personnel, and risks associated with the acquisition of new investment platforms.
Pursuant to our current arrangements with the various businesses, we currently restrict our participation in the investment activities undertaken by our Investment Solutions segment (including with respect to AlpInvest Metropolitan and DGAM)Metropolitan), which may in turn limit our ability to address risks arising from their investment activities. For example, although we maintain ultimate control over AlpInvest, AlpInvest’s management team (who are our employees) continues to exercise independent investment authority without involvement by other Carlyle personnel. For so long as these arrangements are in place, Carlyle representatives will serve on the management board of AlpInvest, but we will observe substantial restrictions on our ability to access investment information or engage in day-to-day participation in the AlpInvest investment business, including a restriction that AlpInvest investment decisions are made and maintained without involvement by other Carlyle personnel and that no specific investment data, other than data on the investment performance of its investment funds and managed accounts, will be shared. Generally, we have a reduced ability to identify or
respond to investment and other operational issues that may arise within the Investment Solutions business, relative to other Carlyle investment funds.
Historically, the main partSimilar to other parts of AlpInvest capital commitments have been obtained from its initial co-owners, with such owners thereby holding, specific contractual rights with respect to potential suspension or termination of investment commitments made to AlpInvest.
AlpInvestour business, Investment Solutions is seeking to broaden its investor base by raising funds and advising separate accounts for investors on an account-by-account basis and the number and complexity of such investor mandates and fund structures has increased as a result of continuing fundraising efforts, and the activation of mandates with existing investors.
Conflicts may arise between such Investment Solutions funds or separate managed accounts (e.g., competition for investment opportunities), and in some cases conflicts may arise between a managed account and a Carlyle fund. In addition, such managed accounts may have different or heightened standards of care, and if they invest in other investment funds sponsored by us could result in lower management fees and carried interest to us than Carlyle’s typical investment funds.
Our fund of funds business could be subject to the risk that other sponsors will no longer be willing to provide these fund of funds with investment opportunities as favorable as in the past, if at all, as a result of our ownership of AlpInvest, DGAM and Metropolitan.
Our Investment Solutions business is separated from the rest of the firm by an informational wall designed to prevent certain types of information from flowing from the Investment Solutions platform to the rest of the firm. This information barrier could limit the collaboration between our investment professionals with respect to specific investments.
We intend to continue to build upon the foundation created by AlpInvest, Metropolitan and DGAM by expanding into new products and initiatives that facilitate third-party access to our funds. Our Investment Solutions business is also currently in the process of undergoing substantial changes in its information technology infrastructure. A significant amount of time and resources are being committed to researching, developing, acquiring and implementing a technology platform to enable the Investment Solutions group to achieve its strategic goals. There is no guarantee that these efforts, or the future technology environment, will enable our Investment Solutions platform to meet its strategic goals and achieve the expected growth.
Hedge fund investments are subject to additional risks.
Investments by our funds of hedge funds and the hedge funds we advise are subject to additional risks, including the following:
Generally, there are few limitations on the execution of these hedge funds’ investment strategies, which are subject to the sole discretion of the management company or the general partner of such funds.
These funds may engage in short-selling, which is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. A fund may be subject to losses if a security lender demands return of the lent securities and an alternative lending source cannot be found or if the fund is otherwise unable to borrow securities that are necessary to hedge its positions.
These funds may be limited in their ability to engage in short selling or other activities as a result of regulatory mandates. Such regulatory actions may limit our ability to engage in hedging activities and therefore impair our investment strategies. In addition, these funds may invest in securities and other assets for which appropriate market hedges do not exist or cannot be acquired on attractive terms.
These funds are exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the fund to suffer a loss.
Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This “systemic risk” could have a further material adverse effect on the financial intermediaries (such as prime brokers, clearing agencies, clearing houses, banks, securities firms and exchanges) with which these funds transact on a daily basis.
The efficacy of investment and trading strategies depend largely on the ability to establish and maintain an overall market position in a combination of financial instruments, which can be difficult to execute.
These funds may make investments or hold trading positions in markets that are volatile and may become illiquid.
The IRS may change the tax treatment of these funds, subjecting them to additional federal or state taxes, which may decrease the returns to investors.
These funds’ investments are subject to risks relating to investments in commodities, futures, options and other derivatives, the prices of which are highly volatile and may be subject to a theoretically unlimited risk of loss in certain circumstances. In addition, the funds’ assets are subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouses or counterparties.
These funds may make investments that they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise. Although we generally expect that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, and the general partners of the funds have a limited ability to extend the term of the fund with the consent of fund investors or the advisory board of the fund, as applicable, our funds may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. This would result in a lower than expected return on the investments and, perhaps, on the fund itself.
These funds may rely on computer programs, internal infrastructure and services, quantitative models (both proprietary models and those supplied by third parties) and information and data provided by third parties to trade, clear and settle securities and other transactions, among other activities, that are critical to the oversight of certain funds’ activities. If any such models, information or data prove to be incorrect or incomplete, any decisions made in reliance thereon could expose the funds to potential risks. Any hedging based on faulty models, information or data may prove to be unsuccessful and adversely impact a fund’s profits.
Through our partnership with Vermillion, our funds may hold physical commodities. These investments incur storage and insurance costs and may suffer the risk of loss from storage inadequacy, insurance counterparty default, and spoilage.
Risks Related to Our Organizational Structure
Our common unitholders do not elect our general partner or, except in limited circumstances, vote on our general partner’s directors and have limited ability to influence decisions regarding our business.
Our general partner, Carlyle Group Management L.L.C., which is owned by our senior Carlyle professionals, manages all of our operations and activities. The limited liability company agreement of Carlyle Group Management L.L.C. establishes a boardBoard of directorsDirectors that is responsible for the oversight of our business and operations. Unlike the holders of common stock in a corporation, our common unitholders have only limited voting rights and have no right to remove our general partner or, except in the limited circumstances described below, elect the directors of our general partner. Our common unitholders have no right to elect the directors of our general partner unless, as determined on January 31 of each year, the total voting power held by holders of the special voting units in The Carlyle Group L.P. (including voting units held by our general partner and its affiliates) in their capacity as such, or otherwise held by then-current or former Carlyle personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), collectively, constitutes less than 10% of the voting power of the outstanding voting units of The Carlyle Group L.P. As of December 31, 2014,2017, the percentage of the voting power of The Carlyle Group L.P. limited partners collectively held by those categories of holders and calculated in this manner was approximately 80%74%. Unless and until the foregoing voting power condition is satisfied, our general partner’s boardBoard of directorsDirectors will be elected in accordance with its limited liability company agreement, which provides that directors may be appointed and removed by members of our general partner holding a majority in interest of the voting power of the members, which voting power is allocated to each member ratably according to his or her aggregate relative ownership of our common units and partnership units. As a result, our common unitholders have limited ability to influence decisions regarding our business.
In addition, holders of the preferred units generally have no voting rights and have none of the voting rights given to holders of our common units, subject to certain exceptions. See “Risks Related to Our Preferred Units—Holders of the preferred units have limited voting rights.”
Our senior Carlyle professionals will be able to determine the outcome of those few matters that may be submitted for a vote of the limited partners.
TCG Carlyle Global Partners L.L.C., an entity wholly owned by our senior Carlyle professionals, holds a special voting unit that provides it with a number of votes on any matter that may be submitted for a vote of our common unitholders (voting together as a single class on all such matters) that is equal to the aggregate number of vested and unvested Carlyle Holdings partnership units held by the limited partners of Carlyle Holdings. As of December 31, 2014,2017, a special voting unit held by TCG Carlyle Global Partners L.L.C. provided it with approximately 79%70% of the total voting power of The Carlyle Group L.P. limited partners. Accordingly, our senior Carlyle professionals generally will have sufficient voting power to determine the outcome of those few matters that may be submitted for a vote of the limited partners of The Carlyle Group L.P.
Our common unitholders’ voting rights are further restricted by the provision in our partnership agreement stating that any common units held by a person that beneficially owns 20% or more of any class of The Carlyle Group L.P. common units
then outstanding (other than our general partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates) cannot be voted on any matter. In addition, our partnership agreement contains provisions limiting the
ability of our common unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the ability of our common unitholders to influence the manner or direction of our management. Our partnership agreement also does not restrict our general partner’s ability to take actions that may result in our being treated as an entity taxable as a corporation for U.S. federal (and applicable state) income tax purposes. Furthermore, the common unitholders are not entitled to dissenters’ rights of appraisal under our partnership agreement or applicable Delaware law in the event of a merger or consolidation, a sale of substantially all of our assets or any other transaction or event.
As a result of these matters and the provisions referred to under “— Our common unitholders do not elect our general partner or, except in limited circumstances, vote on our general partner’s directors and will have limited ability to influence decisions regarding our business,” our common unitholders may be deprived of an opportunity to receive a premium for their common units in the future through a sale of The Carlyle Group L.P., and the trading prices of our common units may be adversely affected by the absence or reduction of a takeover premium in the trading price.
In addition, holders of the preferred units generally have no voting rights and have none of the voting rights given to holders of our common units, subject to certain exceptions. See “Risks Related to Our Preferred Units— Holders of the preferred units have limited voting rights.”
We are permitted to repurchase all of the outstanding common units under certain circumstances, and this repurchase may occur at an undesirable time or price.
We have the right to acquire all of our then-outstanding common units at the then-current trading price either if 10% or less of our common units is held by persons other than our general partner and its affiliates or if we are required to register as an investment company under the Investment Company Act. As a result of our general partner’s right to purchase outstanding common units, a holder of common units may have his common units purchased at an undesirable time or price.
We are a limited partnership and as a result qualify for and intend to continue to rely on exceptions from certain corporate governance and other requirements under the rules of the NASDAQ Global Select Market.
We are a limited partnership and qualify for exceptions from certain corporate governance and other requirements of the rules of the NASDAQ Global Select Market. Pursuant to these exceptions, limited partnerships may elect not to comply with certain corporate governance requirements of the NASDAQ Global Select Market, including the requirements (1) that a majority of the boardBoard of directorsDirectors of our general partner consist of independent directors, (2) that we have a compensation committee that is composed entirely of independent directors, (3) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisors, (4) that we have independent director oversight of director nominations, and (5) that we obtain unitholder approval for (a) certain private placements of units that equal or exceed 20% of the outstanding common units or voting power, (b) certain acquisitions of stock or assets of another company or (c) a change of control transaction. In addition, we are not required to hold annual meetings of our common unitholders. We intend to continue to avail ourselves of these exceptions. Accordingly, common unitholders generally do not have the same protections afforded to equityholders of entities that are subject to all of the corporate governance requirements of the NASDAQ Global Select Market.
Potential conflicts of interest may arise among our general partner, its affiliates and us. Our general partner and its affiliates have limited fiduciary duties to us and our common and preferred unitholders, which may permit them to favor their own interests to the detriment of us and our common and preferred unitholders.
Conflicts of interest may arise among our general partner and its affiliates, on the one hand, and us and our common unitholders, on the other hand. As a result of these conflicts, our general partner may favor its own interests and the interests of its affiliates over the interests of our common and preferred unitholders. These conflicts include, among others, the following:
our general partner determines the amount and timing of our investments and dispositions, indebtedness, issuances of additional partnership interests and amounts of reserves, each of which can affect the amount of cash that is available for distribution to common and preferred unitholders;
our general partner is allowed to take into account the interests of parties other than us and the common and preferred unitholders in resolving conflicts of interest, which has the effect of limiting its duties (including fiduciary duties) to our common and preferred unitholders. For example, our subsidiaries that serve as the general partners of our investment funds have certain duties and obligations to those funds and their investors
as a result of which we expect to regularly take actions in a manner consistent with such duties and obligations but that might adversely affect our near term results of operations or cash flow;
because our senior Carlyle professionals hold their Carlyle Holdings partnership units directly or through entities that are not subject to corporate income taxation and The Carlyle Group L.P. holds Carlyle Holdings partnership units through wholly owned subsidiaries, some of which are subject to corporate income taxation, conflicts may arise between our senior Carlyle professionals and The Carlyle Group L.P. relating to the selection, structuring and disposition of investments and other matters. For example, the earlier disposition of assets following an exchange or acquisition transaction by a limited partner of the Carlyle Holdings
partnerships generally will accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability of a limited partner of the Carlyle Holdings partnerships without giving rise to any rights of a limited partner of the Carlyle Holdings partnerships to receive payments under the tax receivable agreement;
our partnership agreement does not prohibit affiliates of the general partner, including its owners, from engaging in other businesses or activities, including those that might directly compete with us;
our general partner has limited its liability and reduced or eliminated its duties (including fiduciary duties) under the partnership agreement, while also restricting the remedies available to our common and preferred unitholders for actions that, without these limitations, might constitute breaches of duty (including fiduciary duty). In addition, we have agreed to indemnify our general partner and its affiliates to the fullest extent permitted by law, except with respect to conduct involving bad faith, fraud or willful misconduct. By purchasing our common and preferred units, common and preferred unitholders have agreed and consented to the provisions set forth in our partnership agreement, including the provisions regarding conflicts of interest situations that, in the absence of such provisions, might constitute a breach of fiduciary or other duties under applicable state law;
our partnership agreement will not restrict our general partner from causing us to pay it or its affiliates for any services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as our general partner agrees to the terms of any such additional contractual arrangements in good faith as determined under the partnership agreement;
our general partner determines how much we pay for acquisition targets and the structure of such consideration, including whether to incur debt to fund the transaction, whether to issue units as consideration and the number of units to be issued and the amount and timing of any earn-out payments;
our general partner determines whether to allow the senior Carlyle professionals to exchange their Carlyle Holdings partnership units or waive certain restrictions relating to such units pursuant to the terms of the Exchange Agreement;
our general partner determines how much debt we incur and that decisionwhether to issue preferred securities and those decisions may adversely affect our credit ratings;
our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
our general partner controls the enforcement of obligations owed to us by it and its affiliates; and
our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
See “Part III. Item 13. Certain Relationships, Related Transactions and Director Independence” and “Part III. Items 10. Directors, Executive Officers and Corporate Governance—Committees of the Board of Directors—Conflicts Committee.”
Our partnership agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our general partner and limit remedies available to common and preferred unitholders for actions that might otherwise constitute a breach of duty. It will be difficult for a preferred or common unitholder to successfully challenge a resolution of a conflict of interest by our general partner or by its conflicts committee.
Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates that might otherwise raise issues about compliance with fiduciary duties or applicable law. For example, our partnership agreement provides that when our general partner is acting in its individual capacity, as opposed to in its capacity as our general partner, it may act without any fiduciary obligations to us or our common and preferred unitholders whatsoever. When our general partner, in its capacity as our general partner, is permitted to or required to make a decision in its “sole discretion” or “discretion” or pursuant to any provision of our partnership agreement not subject to an express standard of “good faith,” then our general partner is entitled to consider only such interests and factors as it desires, including its own interests, and has no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any limited partners and will not be subject to any different standards imposed by the partnership agreement, otherwise existing at law, in equity or otherwise.
The modifications of fiduciary duties contained in our partnership agreement are expressly permitted by Delaware law. Hence, we and our common and preferred unitholders only have recourse and are able to seek remedies against our general partner if our general partner breaches its obligations pursuant to our partnership agreement. Unless our general partner breaches its obligations pursuant to our partnership agreement, we and our common and preferred unitholders do not have any recourse against our general partner even if our general partner were to act in a manner that was inconsistent with traditional fiduciary duties. Furthermore, even if there has been a breach of the obligations set forth in our partnership agreement, our partnership agreement provides that our general partner and its officers and directors are not be liable to us or our common and preferred unitholders for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the general partner or its officers and directors acted in bad faith or engaged in fraud or willful misconduct. These modifications are detrimental to the common and preferred unitholders because they restrict the remedies available to common and preferred unitholders for actions that without those limitations might constitute breaches of duty (including fiduciary duty).
Whenever a potential conflict of interest exists between us, any of our subsidiaries or any of our partners, and our general partner or its affiliates, our general partner may resolve such conflict of interest. Our general partner’s resolution of the conflict of interest will conclusively be deemed approved by the partnership and all of our partners, and not to constitute a breach of the partnership agreement or any duty, unless the general partner subjectively believes such determination or action is opposed to the best interests of the partnership. A preferred or common unitholder seeking to challenge this resolution of the conflict of interest would bear the burden of proving that the general partner subjectively believed that such resolution was opposed to the best interests of the partnership. This is different from the situation with Delaware corporations, where a conflict resolution by an interested party would be presumed to be unfair and the interested party would have the burden of demonstrating that the resolution was fair.
Also, if our general partner obtains the approval of the conflicts committee of our general partner, any determination or action by the general partner will be conclusively deemed to be made or taken in good faith and not a breach by our general partner of the partnership agreement or any duties it may owe to us or our common and preferred unitholders. This is different from the situation with Delaware corporations, where a conflict resolution by a committee consisting solely of independent directors may, in certain circumstances, merely shift the burden of demonstrating unfairness to the plaintiff. Common and preferred unitholders, in purchasing our common and preferred units, are deemed as having consented to the provisions set forth in our partnership agreement, including the provisions regarding conflicts of interest situations that, in the absence of such provisions, might constitute a breach of fiduciary or other duties under applicable state law. As a result, common and preferred unitholders will, as a practical matter, not be able to successfully challenge an informed decision by the conflicts committee. See “Part III. Item 13. Certain Relationships, Related Transactions and Director Independence” and “Part III. Items 10. Directors, Executive Officers and Corporate Governance—Committees of the Board of Directors—Conflicts Committee.”
The control of our general partner may be transferred to a third party without common unitholder consent.
Our general partner may transfer its general partner interest to a third party in a merger or consolidation without the consent of our common unitholders. Furthermore, at any time, the members of our general partner may sell or transfer all or part of their limited liability company interests in our general partner without the approval of the common unitholders, subject to certain restrictions as described elsewhere in this annual report. A new general partner may not be willing or able to form new investment funds and could form funds that have investment objectives and governing terms that differ materially from those of our current investment funds. A new owner could also have a different investment philosophy, employ investment professionals who are less experienced, be unsuccessful in identifying investment opportunities or have a track record that is
not as successful as Carlyle’s track record. If any of the foregoing were to occur, we could experience difficulty in making new investments, and the value of our existing investments, our business, our results of operations and our financial condition could materially suffer.
We intend to pay periodic distributions to our common and preferred unitholders, but our ability to do so may be limited by our cash flow from operations and available liquidity, holding partnership structure, applicable provisions of Delaware law and contractual restrictions and obligations.
The Carlyle Group L.P. is a holding partnership and has no material assets other than the ownership of the partnership units in Carlyle Holdings held through wholly owned subsidiaries. The Carlyle Group L.P. has no independent means of generating revenue. Accordingly, we intend to cause Carlyle Holdings to make distributions to its partners, including The Carlyle Group L.P.’s wholly owned subsidiaries, to fund any distributions The Carlyle Group L.P. may declare on the common units. If Carlyle Holdings makes such distributions, the limited partners of Carlyle Holdings will be entitled to receive equivalent distributions pro rata based on their partnership interests in Carlyle Holdings. Because Carlyle Holdings I GP Inc. must pay taxes and make payments under the tax receivable agreement, the amounts ultimately distributed by The Carlyle Group L.P. to common unitholders are generally expected to be less, on a per unit basis, than the amounts distributed by the Carlyle Holdings partnerships to the limited partners of the Carlyle Holdings partnerships in respect of their Carlyle Holdings partnership units. In addition, each Carlyle Holdings partnership has issued a series of preferred units (the “GP Mirror Units”) with economic terms designed to mirror those of the Series A Preferred Units. The GP Mirror Units pay the same 5.875% rate per annum to our wholly-owned subsidiaries, including Carlyle Holdings I GP Inc., that we pay on our Series A Preferred Units. Although income allocated in respect of distributions on the GP Mirror Units made to Carlyle Holdings I GP Inc. is subject to tax, cash distributions to the holders of Series A Preferred Units will not be reduced on account of any income owed by Carlyle Holdings I GP Inc.
The declaration and payment of any distributions is at the sole discretion of our general partner, which may change our distribution policy at any time. There can be no assurance that any distributions, whether quarterly or otherwise, will or can be paid. Our ability to make cash distributions to our common unitholders depends on a number of factors, including among other things, general economic and business conditions, our strategic plans and prospects, our business and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations, including fulfilling our current and future capital commitments, legal, tax and regulatory restrictions, restrictions and other implications on the payment of distributions by us to our common unitholders or by our subsidiaries to us, payments required pursuant to the tax receivable agreement and such other factors as our general partner may deem relevant.
Our preferred units rank senior to our common units with respect to the payment of distributions. Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period we may not declare or pay or set apart payment for distributions on any units of the Partnership that are junior to the preferred units, including our common units, and we may not repurchase any such junior units. Distributions on the Series A Preferred Units will reduce after-tax Distributable Earnings.
Distributions on the preferred units are discretionary and non-cumulative. See “Risks Related to Our Preferred Units—Distributions on the preferred units are discretionary and non-cumulative.”
Under the Delaware Limited Partnership Act, we may not make a distribution to a partner if after the distribution all our liabilities, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of our assets. If we were to make such an impermissible distribution, any limited partner who received a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Limited Partnership Act would be liable to us for the amount of the distribution for three years. In addition, the terms of our credit facility or other financing arrangements may from time to time include covenants or other restrictions that could constrain our ability to make distributions.
We are required to pay the limited partners of the Carlyle Holdings partnerships for most of the benefits relating to any additional tax depreciation or amortization deductions that we may claim as a result of the tax basis step-up we receive in connection with subsequent sales or exchanges of Carlyle Holdings partnership units and related transactions. In certain cases, payments under the tax receivable agreement with the limited partners of the Carlyle Holdings partnerships may be accelerated and/or significantly exceed the actual tax benefits we realize and our ability to make payments under the tax receivable agreement may be limited by our structure.
Limited partners of the Carlyle Holdings partnerships, may, subject to the terms of the exchange agreement and the Carlyle Holdings partnership agreements, exchange their Carlyle Holdings partnership units for The Carlyle Group L.P. common units on a one-for-one basis. A Carlyle Holdings limited partner must exchange one partnership unit in each of the three Carlyle Holdings partnerships to effect an exchange for a common unit. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Carlyle Holdings. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions. Such tax deductions and thereforeare expected to reduce the amount of tax that Carlyle Holdings I GP Inc. and any other entity which may in the future pay taxes and become obligated to make payments under the tax receivable agreement as described in the fourth succeeding paragraph below, which we refer to as the “corporate taxpayers,” would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge.
We have entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships that provides for the payment by the corporate taxpayers to such owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or foreign or franchise tax that the corporate taxpayers realize as a result of these increases in tax basis and of certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of the corporate taxpayers and not of Carlyle Holdings. While the actual increase in tax basis, as well as the amount and timing of any payments under this agreement, will vary depending upon a number of factors, we expect that as a result of the size of the transfers and increases in the tax basis of the tangible and intangible assets of Carlyle Holdings, the payments that we may make pursuant to the tax receivable agreement will be substantial. The factors include:
the timing of exchanges — for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Carlyle Holdings at the time of each exchange;
the price of our common units at the time of the exchange — the increase in any tax deductions, as well as the tax basis increase in other assets, of Carlyle Holdings, is directly proportional to the price of our common units at the time of the exchange;
the extent to which such exchanges are taxable — if an exchange is not taxable for any reason, increased deductions will not be available; and
the amount and timing of our income — the corporate taxpayers will be required to pay 85% of the cash tax savings as and when realized, if any. If the corporate taxpayers do not have taxable income (without the tax receivable agreement related tax deductions), the corporate taxpayers are not required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the tax receivable agreement for that taxable year because no cash tax savings will have been realized. However, any cash tax savings that do not result in realized benefits in a
given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the tax receivables agreement; and
tax rate and tax legislation - the impact of changes in tax rates or tax legislation may impact the tax paid, which would modify the amount paid under the agreement. For example the TCJA includes permanent reduction in the federal corporate income tax rate from 35% to 21%, which will likely reduce future amounts to be paid under the agreement with respect to tax years beginning in 2018. In addition, there are numerous other provisions which may also have an impact on the amount of tax to be paid.
The payments under the tax receivable agreement are not conditioned upon the tax receivable agreement counterparties’ continued ownership of us. In the event that The Carlyle Group L.P. or any of its wholly owned subsidiaries that are not treated as corporations for U.S. federal income tax purposes become taxable as a corporation for U.S. federal income tax purposes, these entities will also be obligated to make payments under the tax receivable agreement on the same basis and to the same extent as the corporate taxpayers.taxpayers, and could impact future amounts to be paid pursuant to the tax receivable agreement.
The tax receivable agreement provides that upon certain changes of control, or if, at any time, the corporate taxpayers elect an early termination of the tax receivable agreement, the corporate taxpayers’ obligations under the tax receivable agreement (with respect to all Carlyle Holdings partnership units whether or not previously exchanged) would be calculated by reference to the value of all future payments that the limited partners of the Carlyle Holdings partnerships would have been entitled to receive under the tax receivable agreement using certain valuation assumptions, including that the corporate taxpayers’ will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and, in the case of an early termination election, that any Carlyle Holdings partnership units that have not been exchanged are deemed exchanged for the market value of the common units at the time of termination. Assuming that the market value of a common unit were to bewas equal to $27.50$22.90 per common unit, which iswas the closing price per common unit as ofon December 31, 2014,29, 2017, and that LIBOR were to be 1.17%2.95%, we estimate that the aggregate amount of these termination payments would be approximately $1.16 billion$618 million if the corporate taxpayers were to exercise their termination right.
The foregoing number is merely an estimate and the actual payments could differ materially. In addition, the limited partners of the Carlyle Holdings partnerships will not reimburse us for any payments previously made under the tax receivable agreement if such tax basis increase is successfully challenged by the IRS. The corporate taxpayers’ ability to achieve benefits from any tax basis increase, and the payments to be made under this agreement, will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the tax receivable agreement, payments to the limited partners of the Carlyle Holdings partnerships under the tax receivable agreement could be in excess of the corporate taxpayers’ actual cash tax savings.
Accordingly, it is possible that the actual cash tax savings realized by the corporate taxpayers may be significantly less than the corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if the payments under the tax receivable agreement exceed the actual cash tax savings that the corporate taxpayers realize in respect of the tax attributes subject to the tax receivable agreement and/or distributions to the corporate taxpayers by Carlyle Holdings are not sufficient to permit the corporate taxpayers to make payments under the tax receivable agreement after they have paid taxes and other expenses. We may need to incur debt to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies or otherwise.
In the event that The Carlyle Group L.P. or any of its wholly owned subsidiaries become taxable as a corporation for U.S. federal income tax purposes, these entities will also be obligated to make payments under the tax receivable agreement on the same basis and to the same extent as the corporate taxpayers.
See “Part III. Item 13. Certain Relationships, Related Transactions and Director Independence—Tax Receivable Agreement.”
If The Carlyle Group L.P. were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
An entity generally will be deemed to be an “investment company” for purposes of the Investment Company Act if:
it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or
absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
We believe that we are engaged primarily in the business of providing asset management services and not in the business of investing, reinvesting or trading in securities. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that The Carlyle Group L.P. is an “orthodox” investment company as defined in section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above. Furthermore, The Carlyle Group L.P. does not have any material assets other than
its interests in certain wholly owned subsidiaries, which in turn have no material assets other than general partner interests in the Carlyle Holdings partnerships. These wholly owned subsidiaries are the sole general partners of the Carlyle Holdings partnerships and are vested with all management and control over the Carlyle Holdings partnerships. We do not believe that the equity interests of The Carlyle Group L.P. in its wholly owned subsidiaries or the general partner interests of these wholly owned subsidiaries in the Carlyle Holdings partnerships are investment securities. Moreover, because we believe that the capital interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe that less than 40% of The Carlyle Group L.P.’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis are composed of assets that could be considered investment securities. Accordingly, we do not believe that The Carlyle Group L.P. is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment
Company Act as described in the second bullet point above. In addition, we believe that The Carlyle Group L.P. is not an investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment company business.
The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that The Carlyle Group L.P. will not be deemed to be an investment company under the Investment Company Act. If anything were to happen which would cause The Carlyle Group L.P. to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among The Carlyle Group L.P., Carlyle Holdings and our senior Carlyle professionals, or any combination thereof, and materially adversely affect our business, results of operations and financial condition. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registration and other requirements of the Investment Company Act.
Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect our financial statements.
Our financial statements are prepared in accordance with GAAP as defined in the Accounting Standards Codification (“ASC”) of the FASB. From time to time, we are required to adopt new or revised accounting standards or guidance that are incorporated into the ASC. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on our financial condition and results of operations.
In addition,For instance, in the last three years, the FASB has been working onissued several projects with the International Accounting Standards Board, which could result in significant changes over time as GAAP converges with International Financial Reporting Standards (“IFRS”), including how our financial statements are presented. Furthermore, the SEC continues to consider whether and
how to incorporate IFRS into the U.S. financial reporting system. The accounting changes being proposed by the FASB may be a completestandard updates that will change to(or have already changed) how we account for and report significant areas of our business. The effective datesOn January 1, 2016, we changed the way we evaluate certain legal entities for consolidation. This accounting standard update reduced the number of funds we consolidate and transition methods are not yet known; however, issuers may be required to or may choose to adopt the new standards retrospectively. In this case, the issuer will report results under the new accounting method as of the effective date, as well as for all periods presented. The changes to GAAPreduced our total assets, total liabilities and the alignment with IFRS, will also impose special demands on issuers in the areas of governance, employee training, internal controls and disclosure and will likely affect how we manage our business, as it will likely affect other business processes such as the design of compensation plans.
For example,total partners' capital. Further, in May 2014, the FASB issued a final accounting standard that changes the way issuersentities recognize revenue in their financial statements. This new accounting method is expected to changewill affect how we recognize and when we account for and report performance feepresent revenues in our financial statements. The accounting change related to the recognition of revenue is effective January 1, 2017; however,2018. Additionally, in February 2016, the FASB issued a final accounting standard that will require us to recognize virtually all of our leases on our consolidated balance sheet. While this accounting change is not effective until January 1, 2019, it is required to be applied retrospectively and we may chooseexpect that our total assets and total liabilities on our consolidated balance sheet to adoptincrease upon adoption of this accounting guidance.
The changes to GAAP will also impose special demands on entities in the new standard retrospectively.areas of governance, employee training, internal controls and disclosure.
The consolidation of investment funds, holding companies or operating businesses of our portfolio companies could make it more difficult to understand the operating performance of the Partnership and could create operational risks for the Partnership.
Under applicable US GAAP standards, we may be required to consolidate certain of our investment funds, holding companies or operating businesses if we determine that these entities are VIEs and that the Partnership is the primary beneficiary of the VIE. The consolidation of such entities could make it difficult for an investor to differentiate the assets, liabilities, and results of operations of the Partnership apart from the assets, liabilities, and results of operations of the consolidated VIEs. The assets of the consolidated VIEs are not available to meet our liquidity requirements and similarly we
generally have not guaranteed or assumed any obligation for repayment of the liabilities of the consolidated VIEs. For example, under current US GAAP standards,
As of December 31, 2017 (and subsequent to the January 1, 2016, adoption of an accounting standard that changed the way we generally are requiredevaluate certain legal entities for consolidation as discussed in Note 2 to consolidate onto our financial statements the CLOs that we manage. In 2014, we formed eight new CLOs and consolidated the financial positions and results of operations of such CLOs into our consolidated financial statements beginningincluded in this Annual Report on their respective formation dates or closing dates. TheForm 10-K), the total assets and total liabilities of the CLOs includedour consolidated VIEs reflected in the Partnership’sour consolidated financial statementsbalance sheets were approximately $18 billion and $17 billion, respectively, as of December 31, 2014. In some circumstances, the issuance of credit or other financial support could trigger the consolidation of an entity onto our financial statements. For example, commencing with the issuance of credit support in connection with a potential tax liability of Carlyle Europe Real Estate Partners, L.P. (“CEREP I”) in July 2012, CEREP I became a VIE and the Partnership became its primary beneficiary. Accordingly, as of that date, the Partnership began to consolidate the fund into its consolidated financial statements. As of December 31, 2014, this fund reported total assets of approximately $32 million, total liabilities of approximately $91 million and a deficit in partners’ capital of approximately $59 million.not material.
As a public entity, we are subject to the reporting requirements of the Securities Exchange Act, of 1934, as amended, (the “Exchange Act”), and requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Exchange Act requires that we file annual, quarterly and
current reports with respect to our business and financial condition, and provide an annual assessment of the effectiveness of our internal control over financial reporting. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting as required by the Exchange Act, significant resources and management oversight are required. We have implemented procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. The VIEs that we consolidate as the primary beneficiary are, subject to certain transition guidelines, included in our annual assessment of the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act. As a result, we will need to continue to implement and oversee procedures and processes to integrate such operations into our internal control structure. If we are not able to implement or maintain the necessary procedures and processes, we may be unable to report our financial information on a timely or accurate basis and could be subject adverse consequences, including sanctions by the SEC or violations of applicable Nasdaq listing rules, and could result in a breach of the covenants under the agreements governing our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.
Risks Related to Our Common Units
The market price of our common units may decline due to the large number of common units eligible for exchange and future sale.
The market price of our common units could decline as a result of sales of a large number of common units in the market in the future or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell common units in the future at a time and at a price that we deem appropriate. Subject to the lock-up restrictions described below, we may issue and sell in the future additional common units.
In addition, Since our initial public offering, we have issued 4,500,000 common units in primary offerings and have granted 50,462,113 deferred restricted common units as of December 31, 2014,2017. The issuance of additional equity securities or securities convertible into equity securities would also result in dilution of our existing unitholders’ equity interest. The issuance of the additional common units, the sale of common units upon the exchange of Carlyle Holdings partnership units and the vesting and sale of the deferred restricted common units could cause the market price of our common units to decline.
As of December 31, 2017, limited partners of the Carlyle Holdings partnerships owned an aggregate of 251,195,295234,813,858 Carlyle Holdings partnership units. AtPursuant to the time of our IPO, we entered into an exchange agreement with the then-existing limited partners of the Carlyle Holdings partnerships, so that these holders,the limited partners may, subject to any applicable remaining vesting and minimum retained ownership requirements andother transfer restrictions applicable to such limited partners as set forth in the partnership agreements of the Carlyle Holdings partnerships, may on a quarterly basis from and after May 8, 2012 (subject to the terms of the exchange agreement), exchange their Carlyle Holdings partnership units for The Carlyle Group L.P.our common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. Since our IPO, additional limited partnerswhich exchanges began in the second quarter of 2017. Of the total units in the Carlyle holdingsHoldings partnerships, have become party to the exchange agreemententities affiliated with Mubadala Development Company, an Abu Dhabi-based strategic development and are generally entitled to exchange their Carlyle Holdings partnership units for common units on the same basis, from and after the first anniversary of the date of their acquisition of their Carlyle Holdings partnership units. In addition, Mubadala heldinvestment company (“Mubadala”) owned 23,517,939 Carlyle Holdings partnership units as of December 31, 2014.2017. Mubadala is generally entitled to exchange Carlyle Holdings partnerships units for common units at any time (subject to the terms of the exchange agreement) and such common. Common units would not be subject to transfer restrictions. received upon an exchange of Carlyle Holdings partnership units are eligible for immediate sale.
We have entered into registration rights agreements with the limited partners of Carlyle Holdings that generally require us to register these common units under the Securities Act. See “Part III. Item 13. Certain Relationships, Related Transactions and Director Independence —RegistrationIndependence—Registration Rights Agreements.” Provisions of the partnership agreements of the Carlyle Holdings partnerships and related agreements that contractually restrict the limited partners of the Carlyle Holdings partnerships’ ability to transfer the Carlyle Holdings partnership units or The Carlyle Group L.P. common units they hold may lapse over time or be waived, modified or amended at any time.
Under our Equity Incentive Plan, we have granted 28,701,07950,462,113 deferred restricted common units as of December 31, 2014.2017. Additional common units and Carlyle Holdings partnership units will be available for future grant under our Equity
Incentive Plan, which plan provides for automatic annual increases in the number of units available for future issuance. We have filed aseveral registration statementstatements and intend to file additional registration statements on Form S-8 under the Securities Act to register common units or securities convertible into or exchangeable for common units issued or available for future grant under our Equity Incentive Plan (including pursuant to automatic annual increases). Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, common units registered under such registration statement will be available for sale in the open market. Morgan Stanley, our equity plan service provider, may, from time to time, act as a broker, dealer, or agent for, or otherwise facilitate sales in the open market through block transactions or otherwise
of our common units on behalf of, plan participants, including in connection with sales of common units to fund tax obligations payable in connection with the vesting of awards under our Equity Incentive Plan.
In addition, our partnership agreement authorizes us to issue an unlimited number of additional partnership securities and options, rights, warrants and appreciation rights relating to partnership securities for the consideration and on the terms and conditions established by our general partner in its sole discretion without the approval of any limited partners. In accordance with the Delaware Limited Partnership Act and the provisions of our partnership agreement, we may also issue additional partnership interests that have certain designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to common units. Similarly, the Carlyle Holdings partnership agreements authorize the wholly owned subsidiaries of The Carlyle Group L.P. which are the general partners of those partnerships to issue an unlimited number of additional partnership securities of the Carlyle Holdings partnerships with suchcertain designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Carlyle Holdings partnerships units, and which may be exchangeable for our common units.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common units, our stock price and trading volume could decline.
The trading market for our common units is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our common units or publishes inaccurate or unfavorable research about our business, our common unit stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common unit stock price or trading volume to decline and our common units to be less liquid.
The market price of our common units may be volatile, which could cause the value of your investment to decline.
Our common units may trade less frequently than those of certain more mature companies due to the limited number of common units outstanding. Due to such limited trading volume, the price of our common units may display abrupt or erratic movements at times. Additionally, it may be more difficult for investors to buy and sell significant amounts of our common units without an unfavorable impact on prevailing market prices.
Even if a trading market develops, the market price of our common units may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of common units in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or distributions to unitholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries in which we participate or individual scandals, and in response the market price of our common units could decrease significantly. You may be unable to resell your common units at or above the price you paid for them.
In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against public companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
Risks Related to our Preferred Units
The market price of the preferred units could be adversely affected by various factors.
The market price for the preferred units may fluctuate based on a number of factors, including:
the trading price of our common units;
the incurrence of additional indebtedness or additional issuances of other series or classes of preferred units;
whether we declare or fail to declare distributions on the preferred units from time to time and our ability to make distributions under the terms of our indebtedness;
our creditworthiness, results of operations and financial condition;
the credit ratings of the preferred units;
the prevailing interest rates or rates of return being paid by other companies similar to us and the market for similar securities; and
economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally.
Our performance, market conditions and prevailing interest rates have fluctuated in the past and can be expected to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the price and liquidity of the preferred units. In general, as market interest rates rise, securities with fixed interest rates or fixed distribution rates, such as the preferred units, decline in value. Consequently, if you purchase the preferred units and market interest rates increase, the market price of the preferred units may decline. We cannot predict the future level of market interest rates.
Our ability to pay quarterly distributions on the preferred units will be subject to, among other things, general business conditions, our financial results, restrictions under the terms of our existing and future indebtedness or senior units, and our liquidity needs. Any reduction or discontinuation of quarterly distributions could cause the market price of the preferred units to decline significantly. Accordingly, the preferred units may trade at a discount to their purchase price.
Distributions on the preferred units are discretionary and non-cumulative.
Distributions on the preferred units are discretionary and non-cumulative. Holders of preferred units will only receive distributions when, as, and if declared by the board of directors of our general partner. Consequently, if the board of directors of our general partner does not declare a distribution for a distribution period, holders of the preferred units would not be entitled to receive any distribution for such distribution period, and such unpaid distribution will not be payable in such distribution period or in later distribution periods. We will have no obligation to pay distributions for a distribution period if the board of directors of our general partner does not declare such distribution before the scheduled record date for such period, whether or not distributions are declared or paid for any subsequent distribution period with respect to our Series A Preferred Units or any other preferred units we may issue. This may result in holders of the preferred units not receiving the full amount of distributions that they expect to receive, or any distributions, and may make it more difficult to resell preferred units or to do so at a price that the holder finds attractive.
The board of directors of our general partner may, in its sole discretion, determine to suspend distributions on the preferred units, which may have a material adverse effect on the market price of the preferred units. There can be no assurances that our operations will generate sufficient cash flows to enable us to pay distributions on the preferred units. Our financial and operating performance is subject to prevailing economic and industry conditions and to financial, business and other factors, some of which are beyond our control.
The terms of the preferred units will not restrict our ability to distribute tax distribution amounts to the holders of our common units even in periods when distributions on the preferred units have been suspended.
Although we generally cannot repurchase any common units or junior units and we generally may not declare or pay or set apart payment for distributions on any common units or junior units unless distributions have been declared and paid or declared and set apart for payment on the preferred units, there are exceptions, including for tax distributions. Accordingly, even if the board of directors of our general partner determines, in its sole discretion, to suspend distributions on the preferred units, we may still make distributions to the holders of our common units of amounts equal to the tax distribution amounts received from Carlyle Holdings, which the Carlyle Holdings partnerships distribute in accordance with the terms of their partnership agreements. The holders of the preferred units will have no right to prohibit or participate in, and will have no claim over, any such distributions, which may be material in amount.
Holders of the preferred units have limited voting rights.
Holders of the preferred units generally have no voting rights and have none of the voting rights given to holders of our common units, subject to certain exceptions. In particular, if distributions on the preferred units have not been declared and
paid for the equivalent of six or more quarterly distribution periods, whether or not consecutive (a “Nonpayment Event”), holders of the preferred units, together as a class with holders of any other series of parity units then outstanding with like voting rights, will be entitled to vote for the election of two additional directors to the board of directors of our general partner, subject to the terms and to the limited extent provided in our partnership agreement. When quarterly distributions have been declared and paid on the preferred units for four consecutive quarters following a Nonpayment Event, the right of the holders of the preferred units and such parity units to elect these two additional directors will cease, the terms of office of these two additional directors will forthwith terminate, the number of directors constituting the board of directors of our general partner will be reduced accordingly and, for purposes of determining whether a subsequent Nonpayment Event has occurred, the number of quarterly distributions payable on the preferred units that have not been declared and paid shall reset to zero.
There is no limitation on our issuance of debt securities or equity securities that rank equally with the preferred units and we may issue equity securities that rank senior to the preferred units.
The terms of the preferred units do not limit our ability to incur indebtedness or other liabilities. As a result, we and our subsidiaries may incur indebtedness or other liabilities that will rank senior to the preferred units. In addition, while we do not currently have any outstanding equity securities that rank equally with or senior to the preferred units, we may issue additional equity securities that rank equally with the preferred units without limitation and, with the approval of the holders of two-thirds of the Series A Preferred Units and all other series of voting preferred units, acting as a single class, any equity securities that rank senior to the preferred units. The incurrence of indebtedness or other liabilities that will rank senior to the preferred units or the issuance of securities ranking equally with or senior to the preferred units may reduce the amount available for distributions and the amount recoverable by holders of the preferred units in the event of our liquidation, dissolution or winding-up.
Risks Related to U.S. Taxation
Our structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of common and preferred unitholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. You should be aware that the U.S. federal income tax rules are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. The IRS pays close attention to the proper application of tax laws to partnerships. The present U.S. federal income tax treatment of an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time, possibly on a retroactive basis, and any such action may affect investments and commitments previously made. Changes to the U.S. federal income tax laws and interpretations thereof could make it more difficult or impossible to meet the exception forthat allows us to be treated as a partnership for U.S. federal income tax purposes, that is not taxable as a corporation (referredreferred to as the “Qualifying Income Exception”Exception,” (for example, proposed regulations that would treat controlled foreign corporation ("CFC") Subpart F and passive foreign investment company ("PFIC") qualified electing fund income inclusions as non-qualifying income except to the extent earnings and profits attributable to the inclusions are distributed for the taxable year), affect or cause us to change our investments and commitments, affect the tax considerations of an investment in us, change the character or treatment of portions of our income (including, for instance, the treatment of carried interest as ordinary income rather than capital gain) and adversely affect an investment in our common units. For example, as discussed above under “— Risks Related to Our Company— Although not enacted,In past years, the U.S. Congress has considered legislation that would have: (i)have in some cases after a ten-year transition period, precluded us from qualifying as a partnership for U.S. federal income tax purposes or required us to hold carried interest through taxable subsidiary corporations; and (ii) taxed certain income and gains at increased rates.corporations. If any similar legislation were to be enacted and apply to us, the after tax income and gain related to our business as well as our distributions to you and the market price of our common units, could be reduced,reduced.” the U.S. Congress has considered various legislative proposals to treat all or part of the capital gain and dividend income that is recognized by an investment partnership and allocable to a partner affiliated with the sponsor of the partnership (i.e., a portion of the carried interest) as ordinary income to such partner for U.S. federal income tax purposes.
Our organizational documents and governing agreements will permit our general partner to modify our limited partnership agreement from time to time, without the consent of the common or preferred unitholders, to address certain changes in U.S. federal income tax regulations, legislation or interpretation. In some circumstances, such revisions could have a material adverse impact on some or all common and preferred unitholders. For instance, our general partner could elect at some point to treat us as an association taxable as a corporation for U.S. federal (and applicable state) income tax purposes. If our general partner were to do this, the U.S. federal income tax consequences of owning our common and preferred units would be materially different. different (including as a result of all of our future net income being subject to a level of corporate tax).
Moreover, we will apply certain assumptions and conventions in an attempt to comply with applicable rules of the Internal Revenue Code and to report allocations of income, gain, deduction, loss and credit to common unitholders and allocations of gross income and gains to preferred unitholders in a manner that reflects such common unitholders’ beneficial ownership of partnership items, taking into account variation in ownership interests during each taxable year because of trading activity. As a result, a common unitholder transferring units may be allocated income, gain, loss and deductions and a preferred unitholder may be allocated gross income and gains realized after the date of transfer. However, those assumptions and conventions may not be in compliance with all aspects of applicable tax requirements. It is possible that the IRS will assert successfully that the conventions and assumptions used by us do not satisfy the technical requirements of the Internal Revenue Code and/or Treasury regulations and could require that items of income, gain, deductions, loss or credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects common and preferred unitholders.
If we were treated as a corporation for U.S. federal income tax or state tax purposes or otherwise became subject to additional entity level taxation (including as a result of changes to current law), then our distributionsthe amount of cash available for distribution to you wouldcommon and preferred unitholders could be substantially reduced and the value of our common units wouldcould be adversely affected.
The value of your investment in us depends in part on our beingWe are currently treated as a partnership for U.S. federal income tax purposes, which requires that 90% or more of our gross income for every taxable year consist of qualifying income, as defined in Section 7704 of the Internal Revenue Code and that our partnership not be registered under the Investment Company Act. Qualifying income generally includes dividends, interest, capital gains from the sale or other disposition of stocks and securities and certain other forms of investment income. We may not meet these requirements or current law may change so as to cause, in either event, us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to U.S. federal income tax. Moreover, the anticipated after-tax benefit of an investment in our common units depends largely on our being treated as a partnership for U.S. federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this or any other matter affecting us.
If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the applicable tax rates. The TCJA included permanent reduction in the maximum U.S. federal corporate income tax rate from 35% to 21% effective as of January 1, 2018. In addition, we would likely be liable for state and local income and/or franchise tax on all our income. Distributions to you would generally be taxed again as corporate distributions, and no income, gains, losses,
deductions or credits would otherwise flow through to you. Because a tax would be imposed upon us as a corporation, ourthe amount of cash available for distributions to you wouldholders of our common and preferred units could be substantially reduced which wouldcould cause a reduction in the value of our common units. The same changes would result if our general partner caused us to be taxed as a corporation for U.S. federal income tax purposes.
Current law may change, causing us to be treated as a corporation for U.S. federal or state income tax purposes or otherwise subjecting us to additional entity level taxation. See “—Risks Related to Our Company— Although not enacted,In past years, the U.S. Congress has considered legislation that would have: (i)have in some cases after a ten-year transition period, precluded us from qualifying as a partnership for U.S. federal income tax purposes or required us to hold carried interest through taxable subsidiary corporations; and (ii) taxed certain income and gains at increased rates.corporations. If any similar legislation were to be enacted and apply to us, the after tax income and gain related to our business as well as our distributions to you and the market price of our common units, could be reduced.” For example, because of widespread state budget deficits, several states are evaluating ways to subject partnerships to entity level taxation through the imposition of state income, franchise or other forms of taxation. If any state were to impose a tax upon us as an entity, our distributions to you would be reduced.
Recently enacted U.S. federal income tax reform could adversely affect us.
On December 22, 2017, the President signed into law the TCJA, which has resulted in fundamental changes to the Code. Some of the key elements of the TCJA include (i) the reduction of the corporate tax rate from 35% to 21%, (ii) new limitations on the utilization of net operating losses, (iii) partial limitations on the deductibility of business interest expense, (iv) a longer three-year holding period requirement for carried interest to be treated as long-term capital gain, (v) certain modifications to Section 162(m) of the Code and (vi) general changes to the taxation of corporations and businesses, including modifications to cost recovery rules and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Although we are continuing to analyze the impact of TCJA on us, we do not expect tax reform to have a material impact to our current taxes. We continue to examine the impact this tax reform legislation may have on our business including our investment funds and portfolio companies. The impact of this tax reform on holders of our preferred or common units is uncertain and could be adverse. Each unitholder should consult with its tax advisor regarding the implications of tax reform on holding one of our units.
Our common and preferred unitholders may be subject to U.S. federal income tax on their share of our taxable income, regardless of whether they receive any cash distributions from us.
As long as 90% of our gross income for each taxable year constitutes qualifying income as defined in Section 7704 of the Internal Revenue Code and we are not required to register as an investment company under the Investment Company Act on a continuing basis, and assuming there is no change in law or relevant change in our structure, we will be treated, for U.S. federal income tax purposes, as a partnership and not as an association or a publicly traded partnership taxable as a corporation. Accordingly, our common unitholders will be required to take into account their allocable share of our items of income, gain, loss and deduction.deduction, and our preferred unitholders will be required to take into account their allocable share of our gross income and gain. Distributions to our common and preferred unitholders generally will be taxable for U.S. federal income tax purposes only to the extent the amount distributed exceeds their tax basis in the common unit.units. That treatment contrasts with the treatment of a shareholder in a corporation. For example, a shareholder in a corporation who receives a distribution of earnings from the corporation generally will report the distribution as dividend income for U.S. federal income tax purposes. In contrast, a holder of our common and preferred units who receives a distribution of earnings from us will not report the distribution as dividend income (and will treat the distribution as taxable only to the extent the amount distributed exceeds the unitholder’s tax basis in the common units), but will instead report the holder’s allocable share of items of our income for U.S. federal income tax purposes. As a result, you may be subject to U.S. federal, state, local and possibly, in some cases, foreign income taxation on your allocable share of our items of income, gain, loss, deduction and credit (including our allocable share of those items of any entity in which we invest that is treated as a partnership or is otherwise subject to tax on a flow through basis) for each of our taxable years ending with or within your taxable years, regardless of whether or not you receive cash distributions from us. See “—Risks Related to Our Company—Although not enacted,In past years, the U.S. Congress has considered legislation that would have: (i)have in some cases after a ten-year transition period, precluded us from qualifying as a partnership for U.S. federal income tax purposes or required us to hold carried interest through taxable subsidiary corporations; and (ii) taxed certain income and gains at increased rates.corporations. If any similar legislation were to be enacted and apply to us, the after tax income and gain related to our business as well as our distributions to common unitholders and the market price of our common units, could be reduced.”
Our common and preferred unitholders may not receive cash distributions equal to their allocable share of our net taxable income or even the tax liability that results from that income. In addition, certain of our holdings, including holdings, if any, in a controlled foreign corporation (“CFC”)CFC and a passive foreign investment company (“PFIC”)PFIC may produce taxable income prior to the receipt of cash relating to such income, and common and preferred unitholders that are U.S. taxpayers will be required to take such income into account in determining their taxable income. In the event of an inadvertent termination of our partnership status for which the IRS has granted us limited relief, each holder of our common and preferred units may be obligated to make such adjustments as the IRS may require in order to maintain our status as a partnership. Such adjustments may require persons holding our common and preferred units to recognize additional amounts in income during the years in which they hold such units.
Amounts distributed in respect of the Series A Preferred Units could be treated as “guaranteed payments” for U.S. federal income tax purposes.
The treatment of interests in a partnership such as the Series A Preferred Units and the payments received in respect of such interests is uncertain. The IRS may contend that payments on the Series A Preferred Units represent “guaranteed payments,” which would generally be treated as ordinary income but may not have the same character when received by a holder as our gross income had when earned by us. If distributions on the Series A Preferred Units are treated as “guaranteed payments,” a holder would always be treated as receiving income equal to the amount distributed or accrued, regardless of the amount of our gross income. Our partnership agreement provides that all holders agree to treat payments made in respect of the Series A Preferred Units as other than guaranteed payments.
The Carlyle Group L.P.’s interest in certain of our businesses will be held through Carlyle Holdings I GP Inc. and Carlyle Holdings III GP L.P., which will be treated as a corporationcorporations for U.S. federal income tax purposes; such corporationcorporations may be liable for significant taxes and may create other adverse tax consequences, which could potentially adversely affect the value of your investment.
In light of the publicly traded partnership rules under U.S. federal income tax law and other requirements, The Carlyle Group L.P. holds its interest in certain of our businesses through Carlyle Holdings I GP Inc. and Carlyle Holdings III GP L.P., which isare treated as a corporationcorporations for U.S. federal income tax purposes. Such corporationCarlyle Holdings I GP Inc. and Carlyle Holdings III GP L.P. could be liable for significant U.S. federal income taxes and applicable state, local and other taxes that would not otherwise be incurred, which could adversely affect the value of your investment.
Complying with certain tax-related requirements may cause us to invest through foreign or domestic corporations subject to corporate income tax or enter into acquisitions, borrowings, financings or arrangements we may not have otherwise entered into.
In order for us to be treated as a partnership for U.S. federal income tax purposes and not as an association or publicly traded partnership taxable as a corporation, we must meet the Qualifying Income Exception discussed above on a continuing basis and we must not be required to register as an investment company under the Investment Company Act. In order to effect such treatment, we (or our subsidiaries) may be required to invest through foreign or domestic corporations subject to corporate income tax, forgo attractive investment opportunities or enter into acquisitions, borrowings, financings or other transactions we may not have otherwise entered into. This may adversely affect our ability to operate solely to maximize our cash flow.
Our structure also may impede our ability to engage in certain corporate acquisitive transactions because we generally intend to hold all of our assets through the Carlyle Holdings partnerships. In addition, we may be unable to participate in certain corporate reorganization transactions that would be tax-free to our common and preferred unit holders if we were a corporation.
Tax gain or loss on disposition of our common or preferred units could be more or less than expected.
If you sell your common or preferred units, you will recognize a gain or loss equal to the difference between the amount realized and the adjusted tax basis in those common units. Prior distributions to you in excess of the total net taxable income allocated to you, which decreased the tax basis in your common units, will in effect become taxable income to you if the common units are sold at a price greater than your tax basis in those common units, even if the price is less than the original cost. A portion of the amount realized, whether or not representing gain, may be ordinary income to you.
Because we do not intend to make, or cause to be made, an otherwise available election under Section 754 of the Internal Revenue Code to adjust our asset basis or the asset basis of certain of the Carlyle Holdings partnerships, a holder of common units could be allocated more taxable income in respect of those common units prior to disposition than if we had made such an election.
We have not made and currently do not intend to make, or cause to be made, an election to adjust asset basis under Section 754 of the Internal Revenue Code with respect to us or Carlyle Holdings II L.P. If no such election is made, there generally will be no adjustment to the basis of the assets of Carlyle Holdings II L.P. upon our acquisition of interests in Carlyle Holdings II L.P. in connection with our initial public offering, or subsequent offerings, or to our assets or to the assets of Carlyle Holdings II L.P. upon a subsequent transferee’s acquisition of common units from a prior holder of such common units, even if the purchase price for those interests or units, as applicable, is greater than the share of the aggregate tax basis of our assets or the assets of Carlyle Holdings II L.P. attributable to those interests or units immediately prior to the acquisition. Consequently, upon a sale of an asset by us or Carlyle Holdings II L.P. gain allocable to a holder of common units could include built-in gain in the asset existing at the time we acquired those interests, or such holder acquired such units, which built-in gain would otherwise generally be eliminated if we had made a Section 754 election.
Non-U.S. persons face unique U.S. tax issues from owning common and preferred units that may result in adverse tax consequences to them.
In light of our intended investment activities, we generally do not expect to be treated as engaged in a U.S. trade or business or to generate significant amounts of income treated as effectively connected income with respect to non-U.S. holders of our common and preferred units (“ECI”). However, there can be no assurance that we will not generate ECI currently or in the future and, subject to the qualifying income rules, we are under no obligation to minimize ECI. To the extent our income is treated as ECI, non-U.S. holders generally would be subject to withholding tax on their allocable shares of such income, would be required to file a U.S. federal income tax return for such year reporting their allocable shares of income effectively connected with such trade or business and any other income treated as ECI, and would be subject to U.S. federal income tax at regular U.S. tax rates on any such income (state and local income taxes and filings may also apply in that event). In addition, certain income of non-U.S. holders from U.S. sources not connected to any such U.S. trade or business conducted by us could be treated as ECI. Non-U.S. holders that are corporations may also be subject to a 30% branch profits tax on their allocable share of such income. In addition, certain income from U.S. sources that is not ECI allocable to non-U.S. holders will be reduced by withholding taxes imposed at the highest effective applicable tax rate. A portion of any
Any gain recognized by a non-U.S. holder on the sale or exchange of common units couldthat is deemed to be effectively connected with a U.S. trade or business will also be treated as ECI. The TCJA includes a provision effective as of November 27, 2017 treating gain or loss from the sale, exchange or disposition of a partnership interest by a non-U.S. holder as ECI to the extent that the non-U.S. holder would have recognized ECI had the partnership sold all its assets for their fair market value on the date of the sale or exchange. In addition, effective after December 31, 2017, the legislation requires the transferee of an interest in a partnership that is engaged in a U.S. trade or business to withhold 10 percent of the transferor’s amount realized
(gross purchase price) on the sale, exchange or other disposition of such partnership interest, unless an applicable non-foreign person affidavit is furnished by the transferor or another exception applies. Pursuant to Notice 2018-8, the Department of the Treasury and the IRS have temporarily suspended the application of the 10 percent withholding obligation in the case of the sale, exchange or other disposition of certain publicly traded partnership interests pending further guidance. While we generally do not expect to directly or indirectly own ECI producing assets in light of our intended investment activities, there can be no assurance that we will not hold ECI assets currently or in the future and subject to the qualifying income rules, we are under no obligation to minimize ECI. Many issues and the overall effect of this legislation on us are uncertain and still evolving and we will continue to assess the impact of this legislation.
Generally, under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) provisions of the Internal Revenue Code, certain non-U.S. persons are subject to U.S. federal income tax in the same manner as U.S. persons on any gain realized on the disposition of an interest, other than an interest solely as a creditor, in U.S. real property. In December 2015, the Protecting Americans from Tax Hikes Act of 2015 was signed into law providing some exemptions from FIRPTA tax for certain types of non-U.S. persons. An interest in U.S. real property includes stock in a U.S. corporation (except for certain stock of publicly traded U.S. corporations) if interests in U.S. real property constitute 50% or more by value of the sum of the corporation’s assets used in a trade or business, its U.S. real property interests and its interests in real property located outside the United States (a “United States Real Property Holding Corporation” or “USRPHC”). The FIRPTA tax applies to certain non-U.S. holders holding an interest in a partnership that realizes gain in respect of an interest in U.S. real property or an interest in a USRPHC. We may, from time to time, make certain investments (other than direct investments in U.S. real property), for example, through one of our investment funds held by Carlyle Holdings II GP L.L.C. that could constitute investments in U.S. real property or USRPHCs. If we make such investments certain non U.S. holders will be subject to U.S. federal income tax under FIRPTA on such holder’s allocable share of any gain we realize on the disposition of a FIRPTA interest and will be subject to the tax return filing requirements regarding ECI discussed above. Certain foreign pension funds (“Qualified Foreign Pension Funds”) are exempt from FIRPTA on their disposition of U.S. real property interests held directly or indirectly through one or more partnerships. A Qualified Foreign Pension Fund is a corporation, trust or other arrangement which (1) is created or organized outside of the United States, (2) is established to provide retirement or pension benefits to current or former employees of one or more employers in consideration for services rendered, (3) does not have any single participant or beneficiary with a right to more than 5% of the fund’s assets or income, (4) is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which it is established or operates and (5) with respect to which, under the laws of the country in which it is established or operates, contributions to it are deductible or excludable from gross income or taxed at a reduced rate, or taxation of its investment income is deferred or taxed at a reduced rate.
Tax-exempt entities face unique tax issues from owning common or preferred units that may result in adverse tax consequences to them.
In light of our intended investment activities, we generally do not expect to make investments directly in operating businesses that generate significant amounts of unrelated business taxable income for tax-exempt holders of our common units (“UBTI”). However, certain of our investments may be treated as debt-financed investments, which may give rise to debt-financed UBTI. Accordingly, no assurance can be given that we will not generate UBTI currently or in the future and, subject to the qualifying income rules, we are under no obligation to minimize UBTI. Consequently, a holder of common units that is a tax-exempt organization may be subject to “unrelated business income tax” to the extent that its allocable share of our income consists of UBTI. A tax-exempt partner of a partnership could be treated as earning UBTI if the partnership regularly engages in a trade or business that is unrelated to the exempt function of the tax-exempt partner, if the partnership derives income from debt-financed property or if the partnership interest itself is debt-financed. The TCJA provides that losses from one unrelated trade or business cannot be used to offset income from another trade or business for purposes of calculating a tax-exempt entity's UBTI.
We cannot match transferors and transferees of common or preferred units, and we will therefore adopt certain income tax accounting positions that may not conform to all aspects of applicable tax requirements. The IRS may challenge this treatment, which could adversely affect the value of our common units.
Because we cannot match transferors and transferees of common or preferred units, we will adopt depreciation, amortization and other tax accounting positions that may not conform to all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our common and preferred unitholders. It also could affect the timing of these tax benefits or the amount of gain on the sale of common or preferred units and could have a negative impact on the value of our common units or result in audits of and adjustments to our common unitholders’ tax returns.
In addition, our taxable income and losses will be determined and apportioned among investors using conventions we regard as consistent with applicable law. As a result, if you transfer youra common unitholder transferring units, you may be allocated income, gain, loss and deductiondeductions, and a preferred unitholder may be allocated gross income and gains realized by us after the date of transfer. Similarly, a transferee of common units may be allocated income, gain, loss and deduction and a transferee or preferred units may be allocated gross income and gains realized by us prior to the date of the transferee’s acquisition of our common units. A transferee may also bear the cost of withholding tax imposed with respect to income allocated to a transferor through a reduction in the cash distributed to the transferee.
ThePursuant to the TCJA, beginning for partnership tax years beginning after 2017, the sale or exchange of 50% or more of our capital and profit interests will no longer result in the termination of our partnership for U.S. federal income tax purposes. We will instead be consideredtreated as continuing to have been terminatedexist for U.S. federal income tax purposes even if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. Our termination
We may be liable for adjustments to our tax returns as a result of partnership audit legislation.
Legislation was enacted in 2015 that significantly changed the rules for U.S. federal income tax audits of partnerships. Such audits will be conducted at the partnership level, and unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the elective alternative procedure, a partnership would among other things, resultissue information returns to persons who were partners in the closingaudited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. If a partnership elects the alternative procedure for a given adjustment, the amount of taxes for which its partners would be liable would be increased by any applicable penalties and a special interest charge. There can be no assurance that we will be eligible to make such an election or that we will, in fact, make such an election for any given adjustment. If we do not or are not able to make such an election, then (1) our then-current common and preferred unitholders, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had we elected the alternative procedure, and (2) a given common or preferred unitholder may indirectly bear taxes attributable to income allocable to other common and preferred unitholders or former common and preferred unitholders, including taxes (as well as interest and penalties) with respect to periods prior to such holder’s ownership of common or preferred units. Amounts available for distribution to our common and preferred unitholders may be reduced as a result of our taxable year for all common unitholdersobligation to pay any taxes associated with an adjustment. Many issues and could result in a deferralthe overall effect of depreciation deductions allowable in computing our taxable income.this legislation on us are uncertain and still evolving and we will continue to assess the impact of this legislation.
Certain U.S. holders of common and preferred units are subject to additional tax on “net investment income.”
U.S. holders that are individuals, estates or trusts are currently subject to a Medicare tax of 3.8% on “net investment income” (or undistributed “net investment income,” in the case of estates and trusts) for each taxable year, with such tax applying to the lesser of such income or the excess of such person’s adjusted gross income (with certain adjustments) over a specified amount. Net investment income includes net income from interest, dividends, annuities, royalties and rents and net gain attributable to the disposition of investment property. It is anticipated that netNet income and gain attributable to an investment in the Partnership will be included in a U.S. holder’s “net investment income” subject to this Medicare tax.
Common and preferred unitholders may be subject to state and local taxes and return filing requirements as a result of investing in our common units.
In addition to U.S. federal income taxes, our common and preferred unitholders may be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property now or in the future, even if our common and preferred unitholders do not reside in any of those jurisdictions. Our common and preferred unitholders may also be required to file state and local income tax returns and pay state and local income taxes in some or all of these jurisdictions. Further, common and preferred unitholders may be subject to penalties for failure to comply with those requirements. It is the responsibility of each common and preferred unitholder to file all U.S. federal, state and local tax returns that may be required of such common unitholder. Our counsel has not rendered an opinion on the state or local tax consequences of an investment in our common or preferred units.
We may not be able to furnish to each unitholder specific tax information within 90 days after the close of each calendar year, which means that holders of common and preferred units who are U.S. taxpayers should anticipate the need to file annually a request for an extension of the due date of their income tax return. In addition, it is possible that common and preferred unitholders may be required to file amended income tax returns.
As a publicly traded partnership, our operating results, including distributions of income, dividends, gains, losses or deductions and adjustments to carrying basis, will be reported on Schedule K-1 and distributed to each unitholder annually. Although we currently intend to distribute Schedule K-1s on or around 90 days after the end of our fiscal year, it may require longer than 90 days after the end of our fiscal year to obtain the requisite information from all lower-tier entities so that K-1s may be prepared for us. For this reason, holders of common and preferred units who are U.S. taxpayers should anticipate that they may need to file annually with the IRS (and certain states) a request for an extension past April 15 or the otherwise applicable due date of their income tax return for the taxable year.
In addition, it is possible that aholders of common unitholderand preferred units will be required to file amended income tax returns as a result of adjustments to items on the corresponding income tax returns of the partnership. Any obligation for aholders common unitholderand preferred units to file amended income tax returns for that or any other reason, including any costs incurred in the preparation or filing of such returns, is the responsibility of each common unitholder.
We may hold or acquire certain investments through an entity classified as a PFIC or CFC for U.S. federal income tax purposes.
Certain of our investments may be in foreign corporations or may be acquired through a foreign subsidiary that would be classified as a corporation for U.S. federal income tax purposes. Such an entitypurposes and may be treated as a PFIC or a CFC forCFC. The TCJA imposes a deemed repatriation toll charge, as part of a move to a territorial system, on a U.S. federal income tax purposes.person's pro-rata share of a CFC's previously untaxed foreign earnings. In addition, the TCJA expanded the definition of companies that could be CFCs which could have adverse implications to U.S. unitholders. U.S. holders of common and preferred units indirectly owning an interest in a PFIC or a CFC may experience adverse U.S. tax consequences.
Changes in U.S. and foreign tax law could adversely affect our ability to raise funds from certain foreign investors.
Under FATCA,the Foreign Account Tax Compliance Act (“FATCA”), a broadly defined class of foreign financial institutions are required to comply with a complicated and expansive reporting regime or be subject to certain U.S. withholding taxes. In connection with this regulation, various foreign governments have entered into intergovernmental agreements, or IGAs, with the U.S. government. The reporting obligations imposed under FATCA require foreign financial institutions to enter into agreements with the IRS to obtain and disclose information about certain account holders and investors to the IRS (or in the case of certain foreign financial institutions that are resident in a jurisdiction that has entered into an intergovernmental agreementIGA to implement this legislation, the foreign financial institutions may comply with revised diligence and reporting obligations of such intergovernmental agreement)IGA). Additionally, certain non-U.S. entities that are not foreign financial institutions are required to provide certain certifications or other information regarding their U.S. beneficial ownership or be subject to certain U.S. withholding taxes. Failure to comply with these requirements could expose us and/or our investors to a 30% withholding tax on certain U.S. payments (and beginning in 2019, a 30% withholding tax on gross proceeds from the sale of U.S. stocks and securities), and possibly limit our ability to open bank accounts and secure funding in the global capital markets. The administrative and economic costs of compliance with FATCA may discourage some foreign investors from investing in U.S. funds, which could adversely affect our ability to raise funds from these investors. In addition, we expect to incur additional expenses related to our compliance with such regulations. Other countries, such as Luxembourg, United Kingdom and the Cayman Islands, have implemented common reporting standards similar to that of FATCA and in some cases, have imposed penalties for non-compliance.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located in leased office space at 1001 Pennsylvania Avenue, NW, Washington, D.C. We also lease the space for our other 3930 offices, including our office in Arlington, Virginia, which houses our treasury, tax and finance functions. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our business.
ITEM 3. LEGAL PROCEEDINGS
From timeIn the ordinary course of business, the Partnership is a party to time, welitigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Certain of these matters are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. We aredescribed below. The Partnership is not currently able to estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not been resolved. We doThe Partnership does not believe it is probable that the outcome of any existing litigation, investigations, disputes or other potential claims will materially affect us. We believethe Partnership or these financial statements in excess of amounts accrued. The Partnership believes that the matters described below are without merit and intendintends to vigorously contest allsuch allegations for the matters that have not been resolved.
On February 14, 2008, a private class-action lawsuit challenging “club” bids and other alleged anti-competitive business practices was filed in the U.S. District Court for the District of Massachusetts (Police and Fire Retirement System of the City of Detroit v. Apollo Global Management, LLC, later renamed Kirk Dahl v. Bain Capital Partners LLC). The complaint alleged, among other things, that certain global alternative asset firms, including the Partnership, violated Section 1 of the Sherman Act by forming multi-sponsor consortiums for the purpose of bidding collectively in company buyout transactions in certain going private transactions and agreeing not to submit topping bids once such a consortium had announced a signed deal, which the plaintiffs allege constitutes a “conspiracy in restraint of trade.” To avoid the risk and cost associated with continuing the litigation through trial, Carlyle entered into an agreement with plaintiffs on August 29, 2014 to settle all claims against Carlyle without any admission of liability. All of Carlyle's codefendants also reached settlement agreements with plaintiffs. The Court granted preliminary approval of all the defendants' settlements, including Carlyle's, on September 29, 2014. A hearing on final approval of the settlements was held on February 11, 2015 and we are awaiting the Court's ruling. Carlyle Partners IV, L.P. (“CP IV”) and its affiliates will bear the costs of the settlement not covered by insurance. As a result, Carlyle's performance fees from CP IV were reduced by $19.3 million.
Along with many other companies and individuals in the financial sector, Carlylethe Partnership and Carlyle Mezzanine Partners, L.P. (“CMP”) are named as defendants in Foy v. Austin Capital, a case filed in June 2009 pending in the State ofstate court in New Mexico’s First Judicial District Court, County of Santa Fe,Mexico, which purports to be a qui tam suit on behalf of the State of New Mexico.Mexico under the state Fraud Against Taxpayers Act (“FATA”). The suit alleges that investment decisions by New Mexico public investment funds were improperly influenced by campaign contributions and payments to politically connected placement agents. The plaintiffs seek, among other things, actual damages actual damages for lost income, rescission of the investment transactions described in the complaint and disgorgement of all fees received. In May 2011,September 2017, the Attorney General of New Mexico movedCourt dismissed the lawsuit and the plaintiffs then filed an appeal seeking to dismiss certain defendants including Carlyle and CMP on the groundsreverse that separate civil litigation by the Attorney General is a more effective means to seek recovery for the State from these defendants.decision. The Attorney General has brought two civil actions against certain of thosemay also pursue its own recovery from the defendants not includingin the Carlyle defendants. The Attorney General has stated that its investigation is continuing and it may bring additional civil actions.action.
Carlyle Capital Corporation Limited (“CCC”) was a fund sponsored by Carlylethe Partnership that invested in AAA-rated residential mortgage backed securities on a highly leveraged basis. In March of 2008, amidst turmoil throughout the mortgage markets and money markets, CCC filed for insolvency protection in Guernsey. Several different lawsuits developed from the CCC insolvency. Some of these lawsuits were dismissed, but two remain, which are described below.
First, in November 2009, a CCC investor, National Industries Group (Holding) (“National Industries”) instituted legal proceedings on similar grounds in Kuwait’s Court of First Instance (National Industries Group v. Carlyle Group) seeking to recover losses incurred in connection with an investment in CCC. In July 2011, the Delaware Court of Chancery issued a decision restraining National Industries from proceeding in Kuwait on any CCC-related claims based on the forum selection clause in National Industries’ subscription agreement, which provided for exclusive jurisdiction in the Delaware courts. In September 2011, National Industries reissued its complaint in Kuwait naming CCC only, and reissued its complaint in January 2012 joining Carlyle Investment Management, L.L.C. as a defendant. In April 2013, the court in Kuwait dismissed National Industries’ claim without prejudice for failure to serve process. Hearings in the case and related to the case have nevertheless taken place on several occasions since that time, most recently in September 2013. Meanwhile, in August 2012, National Industries had filed a motion to vacate the Delaware Court of Chancery’s decision. The Partnership successfully opposed that motion and the Court’s injunction remained in effect. In November 2012, National Industries appealed that decision to the Delaware Supreme Court. On May 29, 2013, the Delaware Supreme Court affirmed the Chancery Court’s decision and upheld the 2011 injunction barring National Industries from filing or prosecuting any CCC-related action in any forum other than the courts of Delaware.
Second, the Guernsey liquidators who took control of CCC in March 2008 filed four suitsa suit on July 7, 2010 against Carlyle,the Partnership, certain of its affiliates and the former directors of CCC in the Delaware Chancery Court, the Royal Court of Guernsey the Superior Court of the District of Columbia and the Supreme Court of New York, New York County (seeking more than $1.0 billion in damages in a case styled Carlyle Capital Corporation Limited v. Conway et al.)al seeking $1.0 billion in damages. They allege that Carlyle and the CCC board of directors were negligent, grossly negligent or willfully mismanaged the CCC investment program and breached certain fiduciary duties allegedly owed to CCC and its shareholders. The liquidators further allege (among other things) that the directors and Carlyle put the interests of Carlyle ahead of the interests of CCC and its shareholders and gave priority to preserving and enhancing Carlyle’s reputation and its “brand” over the best interests of CCC. In July 2011,. On September 4, 2017, the Royal Court of Guernsey heldruled that the case shouldPartnership and Directors of CCC acted reasonably and appropriately in the management and governance of CCC and that none of the Partnership, its affiliates or former directors of CCC had any liability. In December 2017, the plaintiff filed a notice of appeal of the trial court decision and the Partnership is preparing its response. The Partnership may be litigatedentitled to receive additional amounts from the plaintiff as reimbursement of legal fees and expenses incurred to defend against the claims. In December 2017, the Partnership received approximately $29.8 million from the plaintiff as a deposit towards its obligations to reimburse the Partnership for such expenses, but such amount is subject to repayment pending a final determination of the correct reimbursement amount and the ultimate outcome of the appeal process.
Cobalt International Energy, Inc. ("Cobalt") was a portfolio company owned by two of our Legacy Energy funds and funds advised by certain other private equity sponsors. Cobalt filed for bankruptcy protection on December 14, 2017. A federal securities class action against Cobalt (In re Cobalt International Energy, Inc. Securities Litigation) was filed in Delaware pursuantNovember 2014 in the U.S. District Court for the Southern District of Texas, seeking monetary damages and alleging that Cobalt and its directors made misrepresentations in certain of Cobalt’s securities offering filings relating to: (i) the value of oil reserves in Angola for which Cobalt had acquired drilling concessions, and (ii) its compliance with the Foreign Corrupt Practices Act regarding its operations in Angola and a U.S. government investigation regarding the same. The securities class action also named as co-defendants certain securities underwriters and the five private equity sponsors of Cobalt, including Riverstone and the Partnership. The class action alleged that the Partnership has liability as a "control person" for the alleged misrepresentations in Cobalt's securities offerings as well as insider trading liability. The federal court dismissed the insider trading claim against the Partnership. In addition to the exclusive jurisdiction clauseclass action in the investment management agreement. That rulingfederal court, a class action claim was appealed by the liquidators, andalso filed in February 2012 was reversed by the Guernsey Court of Appeal, which heldTexas state court in Houston (Ira Gaines v. Joseph Bryant, et al.) on similar grounds, alleging derivative claims that the case should proceed in Guernsey. Defendants’ attempts to appeal to the Privy Council were unsuccessfulCobalt and the plaintiffs’ case is proceedingprivate equity sponsors breached their fiduciary duties by engaging in Guernsey. Two claims in that case, which soughtinsider trading. No Partnership employee served as a director or executive of Cobalt, and we vigorously contest all allegations made against the return of certain documents and other property purportedly belonging to CCC, were resolved by agreement of the parties and order of the Royal Court of Guernsey in December 2012. Carlyle has now completed its document production pursuant to that order. On July 24, 2013, plaintiffs filed anPartnership.
amended complaint, which contained further detail in support of the existing claims but no new defendants or claims. On December 20, 2013, defendants filed a defense to the amended complaint and on June 30, 2014 plaintiffs filed their reply. The Court has set the case schedule and trial is scheduled for the first available date after February 1, 2016. In addition, the liquidators’ lawsuit in Delaware was dismissed without prejudice in 2010 and their lawsuits in New York and the District of Columbia were dismissed in December 2011 without prejudice.
From 2007 to 2009, a Luxembourg subsidiary of CEREP I, a real estate fund, received proceeds from the sale of real estate located in Paris, France. Based on a provision in the Luxembourg-France tax treaty, it did not report or pay tax in France on gain from the sale. The relevant French tax authorities have asserted that CEREP I was ineligible to claim certain exemptions from French tax under the Luxembourg-French tax treaty, and have issued a tax assessment seeking to collect approximately €97.0 million, consisting of taxes, interest and penalties. Additionally, the French Ministry of Justice has commenced an investigation regarding the legality under French law of claiming the exemptions under the tax treaty. CEREP I and its subsidiaries are contestingIn April 2015, the French tax assessment. An incomecourt issued an opinion in this matter that was adverse to CEREP I, holding the Luxembourg property company liable for approximately €105 million (including interest accrued since the beginning of the tax hearingdispute). CEREP I paid approximately €30 million of the tax obligations and the Partnership paid the remaining approximately €75 million in its capacity as a guarantor. The Partnership disagreed with the outcome and filed a petition of appeal. In December 2017, the Partnership was successful on its appeal, with the French appellate court reversing the earlier tax court opinion and awarding the Partnership a refund of the full €105 million of tax and penalties (inclusive of amounts paid by CEREP I) and awarding interest on the refund
(which is scheduledestimated to be held on March 11, 2015 in frontapproximately €12.5 million, before tax). The appellate decision remains subject to the possibility of a further appeal, but the French tax authorities have not given notice as to whether they will pursue such a further appeal. Pending receipt of the Administrative Courtrefund and a final determination on any further appeal, the Partnership has not recognized income in respect of Paris.the refund as of December 31, 2017.
The Partnership currently is and expects to continue to be, from time to time, subject to examinations, formal and informal inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to, the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association and the U.K. Financial Conduct Authority. The Partnership routinely cooperates with such examinations, inquiries and investigations, and they may result in the commencement of civil, criminal, or administrative or other proceedings against the Partnership or its personnel. For example, among various other requests for information, the SEC has requested information about: (i) the Partnership's historical practices relating to the acceleration of monitoring fees received from certain of the Partnership's funds' portfolio companies, and (ii) the Partnership's relationship with a third-party investment adviser to a registered investment company that has invested in various investment funds sponsored by the Partnership. The Partnership is cooperating fully with the SEC's inquiries.
During the year, the Partnership entered into settlement and purchase agreements with investors in a hedge fund and two structured finance vehicles managed by Vermillion related to investments of approximately $400 million in petroleum commodities that the Partnership believes were misappropriated by third parties outside the U.S. In total, the Partnership paid $265 million ($165 million of which was paid in 2017 with the remaining $100 million paid in 2016) to fully resolve all claims related to these matters and issued promissory notes in the aggregate amount of $54 million to repurchase the investors' interests in the two structured finance vehicles. In connection with these settlements, the Partnership also acquired certain rights to receive a portion of any proceeds obtained from marine cargo insurance policies and other efforts to pursue reimbursement for the misappropriation of petroleum. In the year ended December 31, 2017, the Partnership recognized $177 million, net of related recovery costs, in general liability insurance proceeds related to these settlements.
It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of damages. Based on information known by management, management hasdoes not concludedbelieve that as of the date of this filing the final resolutions of the matters above will have a material effect upon ourthe Partnership's consolidated financial statements. However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on ourthe Partnership's financial results in any particular period.
The Partnership accrues an estimated loss contingency liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. As of December 31, 2017, the Partnership had recorded liabilities aggregating to $35 million for litigation-related contingencies, regulatory examinations and inquiries, and other matters. The Partnership evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its loss contingency accruals, and makes adjustments in such accruals, upwards or downward, as appropriate, based on management's best judgment after consultation with counsel. There is no assurance that the Partnership's accruals for loss contingencies will not need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate resolution of these matters will not significantly exceed the accruals that the Partnership has recorded.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common units representing limited partner interests in The Carlyle Group L.P. are traded on the NASDAQ Global Select Market under the symbol “CG.” Our common units began trading on the NASDAQ Global Select Market Exchange on May 3, 2012.
The number of holders of record of our common units as of February 20, 20159, 2018 was 43.28. This does not include the number of unitholders that hold shares in “street name” through banks or broker-dealers.
Cash Distribution Policy for Common Units
Distributions for the 2014 fiscal year and prior years, including the fourth quarter distribution, were determined in accordance with Carlyle’s distribution policy in effect for those years. For those periods, Carlyle Holdings made quarterly distributions to its partners, including The Carlyle Group L.P.'s wholly owned subsidiaries, that enabled The Carlyle Group L.P. to pay a quarterly distribution of $0.16 per common unit for each of the first three quarters of each year and for the fourth quarter of each year, to pay a distribution of at least $0.16 per common unit that, taken together with the prior quarterly distributions in respect of that year, represented its share, net of taxes and amounts payable under the tax receivable agreement, of Carlyle's Distributable Earnings in excess of the amount determined by Carlyle's general partner that was necessary or appropriate to provide for the conduct of Carlyle's business, to make appropriate investments in its business and its funds or to comply with applicable law or any of its financing agreements. The aggregate amount of our distributions for those years were less than our Distributable Earnings for that year due to these funding requirements.
Commencing with distributions for the 2015 fiscal year, itIt is Carlyle’s intention to cause Carlyle Holdings to make quarterly distributions to its partners, including The Carlyle Group L.P.’s wholly owned subsidiaries, that will enable The Carlyle Group L.P. to pay a quarterly distribution of approximately 75% of Distributable Earnings per commonAttributable to Common Unitholders for the quarter. “Distributable Earnings Attributable to Common Unitholders” refers to The Carlyle Group L.P.'s share of Distributable Earnings, after an implied provision for current corporate income taxes (other than corporate income taxes attributable to The Carlyle Group L.P.) and preferred unit distributions, net of corporate income taxes attributable to The Carlyle Group L.P. and amounts payable under the tax receivable agreement, for the quarter.agreement. Carlyle’s general partner may adjust the distribution for amounts determined to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and its funds or to comply with applicable law or any of its financing agreements, or to provide for future cash requirements such as tax-related payments, clawbackgiveback obligations and distributions to unitholders for any ensuing quarter. The amount to be distributed could also be adjusted upward in any one quarter.
Notwithstanding the foregoing, the declaration and payment of any distributions will be at the sole discretion of our general partner, which may change our distribution policy at any time. Our general partner will take into account general economic and business conditions, our strategic plans and prospects, our business and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations, legal, tax and regulatory restrictions, other constraints on the payment of distributions by us to our common unitholders or by our subsidiaries to us, and such other factors as our general partner may deem relevant.
Because The Carlyle Group L.P. is a holding partnership and has no material assets other than its ownership of partnership units in Carlyle Holdings held through wholly owned subsidiaries, we will fund distributions by The Carlyle Group L.P., to common unitholders, if any, in three steps:
first, we will cause Carlyle Holdings to make distributions to its partners, including The Carlyle Group L.P.’s wholly owned subsidiaries. If Carlyle Holdings makes such distributions, the limited partners of Carlyle Holdings will be entitled to receive equivalent distributions pro rata based on their partnership interests in Carlyle Holdings;
second, we will cause The Carlyle Group L.P.’s wholly owned subsidiaries to distribute to The Carlyle Group L.P. their share of such distributions, net of taxes and amounts payable under the tax receivable agreement by such wholly owned subsidiaries; and
third, The Carlyle Group L.P. will distribute its net share of such distributions to our common unitholders on a pro rata basis.
Because our wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreement, the amounts ultimately distributed by us to our common unitholders are expected to be less, on a per unit basis, than the amounts distributed by the Carlyle Holdings partnerships to the other limited partners of the Carlyle Holdings partnerships in respect of their Carlyle Holdings partnership units.
In addition, the partnership agreements of the Carlyle Holdings partnerships will provide for cash distributions, which we refer to as “tax distributions,” to the partners of such partnerships if the wholly owned subsidiaries of The Carlyle Group L.P. which are the general partners of the Carlyle Holdings partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, these tax distributions will be computed based on our estimate of the net taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income). The Carlyle Holdings partnerships will make tax distributions only to the extent distributions from such partnerships for the relevant year were otherwise insufficient to cover such tax liabilities. The Carlyle Group L.P. is not required to distribute to its common unitholders any of the cash that its wholly owned subsidiaries may receive as a result of tax distributions by the Carlyle Holdings partnerships.
Under the Delaware Limited Partnership Act, we may not make a distribution to a partner if after the distribution all our liabilities, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of our assets. If we were to make such an impermissible distribution, any limited partner who received a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Limited Partnership Act would be liable to us for the amount of the distribution
for three years. In addition, the terms of our credit facility provide certain limits on our ability to make distributions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Operation—Liquidity and Capital Resources.”
Preferred Unit Distributions
With respect to distribution year 2014, we2017, the Board of Directors of our general partner has declared a distribution to preferred unitholders totaling approximately $6.0 million, or $0.375347 per Preferred Unit, which was paid on December 15, 2017. In February 2018, the Board of Directors of the general partner of the Partnership declared a distribution for the first quarter of 2018 of $0.367188 per preferred unit to preferred unitholders of record at the close of business on March 1, 2018, payable on March 15, 2018. Distributions on the Preferred Units are discretionary and non-cumulative.
Common Unit Distributions
With respect to distribution year 2017, the Board of Directors of our general partner has declared cumulative distributions to common unitholders totaling approximately $143.2$137.5 million, or $2.09$1.41 per common unit, consisting of (i) $0.33 per common unit in respect of the fourth quarter of 2017, which is payable on February 27, 2018 to common unitholders of record on February 20, 2018, (ii) $0.56 per common unit in respect of the third quarter of 2017, which was paid in November 2017, (iii) $0.42 per common unit in respect of the second quarter of 2017, which was paid in August 2017, and (iv) $0.10 per common unit in respect of the first quarter of 2017, which was paid in May 2017. Distributions to common unitholders paid during the calendar year ended December 31, 2017 were $118.1 million, representing the distributions paid in February 2017 of $0.16 per common unit with respect to the fourth quarter of 2016, $0.10 per common unit with respect to the first quarter of 2017, $0.42 per common unit with respect to the second quarter of 2017, and $0.56 per common unit with respect to the third quarter of 2017.
With respect to distribution year 2016, the Board of Directors of our general partner has declared cumulative distributions to common unitholders totaling approximately $131.1 million, or $1.55 per common unit, consisting of (i) $0.16 per common unit in respect of eachthe fourth quarter of 2016, which was paid in February 2017, (ii) $0.50 per common unit in respect of the third quarter of 2016, which was paid in November 2016, (iii) $0.63 per common unit in respect of the second quarter of 2016, which was paid in August 2016, and (iv) $0.26 per common unit in respect of the first three quartersquarter of 20142016, which was paid in May 2016. Distributions to common unitholders paid during the calendar year ended December 31, 2016 were $140.9 million, representing the distributions paid in March 2016 of $0.29 per common unit with respect to the fourth quarter of 2015, $0.26 per common unit with respect to the first quarter of 2016, $0.63 per common unit with respect to the second quarter of 2016, and an additional$0.50 per common unit with respect to the third quarter of 2016.
With respect to distribution year 2015, the Board of Directors of our general partner has declared cumulative distributions to common unitholders totaling approximately $163.7 million, or $2.07 per common unit, consisting of (i) $0.29 per common unit in respect of the fourth quarter of 2014 of $1.612015, which was paid in March 2016, (ii) $0.56 per common unit (approximately $110.9 million),in respect of the third quarter of 2015, which is payable on March 6,was paid in November 2015, to holders(iii) $0.89 per common unit in respect of recordthe second quarter of 2015, which was paid in August 2015, and (iv) $0.33 per common units atunit in respect of the closefirst quarter of business on February 23,2015, which was paid in May 2015. Distributions to common unitholders paid during the calendar year ended December 31, 20142015 were $102.7$251.0 million, representing the amountdistributions paid in March 20142015 of $1.40$1.61 per common unit with respect to the fourth quarter of 2013 and the $0.16 per common unit quarterly distributions paid in each of May, August and November of 2014.
With respect to distribution year 2013, we declared distributions to common unitholders totaling approximately $93.5 million, or $1.88 per common unit, consisting of $0.16 per common unit in respect of each of the first three quarters of 2013 and an additional distribution in respect of the fourth quarter of 2013 of $1.40 per common unit ($70.4 million) which was paid in March 2014. Distributions to common unitholders paid during the calendar year ended December 31, 2013 were $59.9 million, representing the amount paid in March 2013 of $0.852014, $0.33 per common unit with respect to the fourthfirst quarter of 2012 and the $0.162015, $0.89 per common unit quarterly distributions paid in eachwith respect to the second quarter of May, August2015, and November$0.56 per common unit with respect to the third quarter of 2013.2015.
Carlyle Holdings Unit Distributions
With respect to distribution year 2012, we declared distributions to common unitholders totaling approximately $48.5 million, or $1.12 per common unit, consisting of $0.11 per common unit for the second quarter of 2012 (a pro-rated amount from the IPO in May 2012), $0.16 per common unit for the third quarter of 2012, and $0.85 in respect of the fourth quarter of 2012 which was paid in March 2013. Distributions to common unitholders paid during the calendar year ended December 31, 2012 were $11.7 million, representing the $0.11 per common unit quarterly distribution paid in August 2012 and the $0.16 per common unit quarterly distribution paid in November of 2012.
With respect to distribution year 2014,2017, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $524.5$334.2 million, or $2.09$1.41 per Carlyle Holdings unit, consisting of the distributions declared in respect of the first three quarters of 2014 and an additional distribution(i) $0.33 per Carlyle Holdings unit in respect of the fourth quarter of 20142017, which is payable on February 26, 2018 to Carlyle Holdings unitholders of $1.61record on February 20, 2018, (ii) $0.56 per Carlyle Holdings unit (approximately $404.1 million),in respect of the third quarter of 2017, which is payable on March 5, 2015was paid in November 2017, (iii) $0.42 per Carlyle Holdings unit in respect of the second quarter of 2017, which was paid in August 2017, and (iv) $0.10 per Carlyle Holdings unit in respect of the first quarter of 2017, which was paid in May 2017. Distributions to holders of recordthe other limited partners of Carlyle Holdings units atpaid during the closecalendar year ended December 31, 2017 were $295.6 million, representing the distributions paid in February 2017 of business on$0.16 per Carlyle Holdings unit with respect to the fourth quarter of 2016, $0.10 per Carlyle Holdings unit with respect to the first quarter of 2017, $0.42 per Carlyle Holdings unit with respect to the second quarter of 2017, and $0.56 per Carlyle Holdings unit with respect to the third quarter of 2017.
With respect to distribution year 2016, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $376.2 million, or $1.55 per Carlyle Holdings unit, consisting of (i) $0.16 per Carlyle Holdings unit in
respect of the fourth quarter of 2016, which was paid in February 23,2017, (ii) $0.50 per Carlyle Holdings unit in respect of the third quarter of 2016, which was paid in November 2016, (iii) $0.63 per Carlyle Holdings unit in respect of the second quarter of 2016, which was paid in August 2016, and (iv) $0.26 per Carlyle Holdings unit in respect of the first quarter of 2016, which was paid in May 2016. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2016 were $422.6 million, representing the distributions paid in March 2016 of $0.35 per Carlyle Holdings unit with respect to the fourth quarter of 2015, $0.26 per Carlyle Holdings unit with respect to the first quarter of 2016, $0.63 per Carlyle Holdings unit with respect to the second quarter of 2016, and $0.50 per Carlyle Holdings unit with respect to the third quarter of 2016.
With respect to distribution year 2015, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $530.1 million, or $2.17 per Carlyle Holdings unit, consisting of (i) $0.35 per Carlyle Holdings unit in respect of the fourth quarter of 2015, which was paid in March 2016, (ii) $0.60 per Carlyle Holdings unit in respect of the third quarter of 2015, which was paid in November 2015, (iii) $0.89 per Carlyle Holdings unit in respect of the second quarter of 2015, which was paid in August 2015, and (iv) $0.33 per Carlyle Holdings unit in respect of the first quarter of 2015, which was paid in May 2015. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 20142015 were $486.9$848.5 million, representing the quarterly distributions paid in eachMarch 2015 of March, May, August, and November of 2014.
With respect to distribution year 2013, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $515.9 million, or $1.97$1.61 per Carlyle Holdings unit consisting of the distributions declared inwith respect of the first three quarters of 2013 and an additional distribution in respect ofto the fourth quarter of 2013 of $1.402014, $0.33 per Carlyle Holdings unit ($366.5 million), which was paid in March 2014. Distributionswith respect to the other limited partnersfirst quarter of Carlyle Holdings paid during the calendar year ended December 31, 2013 were $372.9 million, representing the quarterly distributions paid in each of March, May, August, and November of 2013.
With respect to distribution year 2012, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $320.1 million, or $1.222015, $0.89 per Carlyle Holdings unit consisting of the distributions declared inwith respect ofto the second quarter of 2015, and $0.60 per Carlyle Holdings unit with respect to the third quarter of 2013 and $0.85 in respect of the fourth quarter of 2012 which was paid in March 2013. Distributions to other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2012 were $96.6 million, representing the quarterly distributions paid in August and November of 2012.2015.
The following table sets forth the high and low sales prices per unit of our common units, for the periods indicated:
| | | | Sales Price | Sales Price |
| | 2014 | | 2013 | 2017 | | 2016 |
| | High | | Low | | High | | Low | High | | Low | | High | | Low |
| First Quarter | $ | 39.38 |
| | $ | 31.29 |
| | $ | 37.89 |
| | $ | 26.11 |
| $ | 17.50 |
| | $ | 15.20 |
| | $ | 17.40 |
| | $ | 11.25 |
|
| Second Quarter | $ | 35.99 |
| | $ | 28.78 |
| | $ | 33.47 |
| | $ | 23.85 |
| $ | 20.00 |
| | $ | 15.60 |
| | $ | 17.97 |
| | $ | 15.30 |
|
| Third Quarter | $ | 35.99 |
| | $ | 29.07 |
| | $ | 29.12 |
| | $ | 24.66 |
| $ | 24.70 |
| | $ | 18.85 |
| | $ | 17.44 |
| | $ | 14.82 |
|
| Fourth Quarter | $ | 30.69 |
| | $ | 25.21 |
| | $ | 36.71 |
| | $ | 25.48 |
| $ | 24.85 |
| | $ | 19.50 |
| | $ | 16.45 |
| | $ | 14.35 |
|
No purchases of our common units were made by us or on our behalf during the quarter ended December 31, 2014.
As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common units and Carlyle Holdings partnership units.
Issuer Purchases of Equity Securities
In February 2016, the Board of Directors of the general partner of the Partnership authorized the repurchase of up to $200 million of common units and/or Carlyle Holdings units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. We expect that the majority of repurchases under this program will be done via open market transactions. No units will be repurchased from our executive officers under this program. The timing and actual number of common units and/or Carlyle Holdings units repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. During the three months ended December 31, 2017, no units were repurchased. As of December 31, 2017, we had approximately $141 million in remaining authorization under the unit repurchase program.
Sales of Unregistered Securities
None.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data presents selected data on the financial condition and results of operations of The Carlyle Group L.P. and, for periods prior to May 8, 2012, the financial condition and results of operations of Carlyle Group, the predecessor of The Carlyle Group L.P. Carlyle Group is considered the predecessor of The Carlyle Group L.P. for accounting purposes, and its combined and consolidated financial statements are the historical financial statements of The Carlyle Group L.P. This financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
We derived the following selected consolidated financial data of The Carlyle Group L.P. as of December 31, 20142017 and 20132016 and for the years ended December 31, 2014, 2013,2017, 2016, and 20122015 from the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data as of December 31, 2012 was2015, 2014 and 2013 were derived from the audited consolidated financial statements of The Carlyle Group L.P. which are not included in this Annual Report on Form 10-K. The selected consolidated financial data as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010 were derived from the historical audited combined and consolidated financial statements of Carlyle Group which are not included in this Annual Report on Form 10-K. Historical results are not necessarily indicative of results for any future period.
For periods prior to the reorganization and initial public offering in May 2012, net income was determined in accordance with U.S. GAAP for partnerships and was not comparable to net income of a corporation. For the periods prior to May 2012, all distributions and compensation for services rendered by senior Carlyle professionals was reflected as distributions from equity rather than compensation expense. The historical consolidated financial statements have been prepared on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same entities in all periods shown due to changes in U.S. GAAP, changes in fund terms and the creation and termination of funds.
|
| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| | (Dollars in millions, except per unit data) |
| Statement of Operations Data | | | | | | | | | |
| Revenues | | | | | | | | | |
| Fund management fees | $ | 1,026.9 |
| | $ | 1,076.1 |
| | $ | 1,085.2 |
| | $ | 1,166.3 |
| | $ | 984.6 |
|
| Total Performance fees | 2,093.9 |
| | 751.8 |
| | 824.9 |
| | 1,674.4 |
| | 2,375.3 |
|
| Investment income (loss) | 232.0 |
| | 160.5 |
| | 15.2 |
| | (7.2 | ) | | 18.8 |
|
| Interest and other income and revenues | 323.4 |
| | 285.9 |
| | 1,080.9 |
| | 1,046.8 |
| | 1,062.5 |
|
| Total Revenues | 3,676.2 |
| | 2,274.3 |
| | 3,006.2 |
| | 3,880.3 |
| | 4,441.2 |
|
| | | | | | | | | | |
| Total Expenses | 2,632.3 |
| | 2,242.1 |
| | 3,468.4 |
| | 3,775.4 |
| | 3,693.9 |
|
| | | | | | | | | | |
| Other Income | 88.4 |
| | 13.1 |
| | 864.4 |
| | 887.0 |
| | 696.7 |
|
| Income before provision for income taxes | 1,132.3 |
| | 45.3 |
| | 402.2 |
| | 991.9 |
| | 1,444.0 |
|
| Provision for income taxes | 124.9 |
| | 30.0 |
| | 2.1 |
| | 76.8 |
| | 96.2 |
|
| Net income | 1,007.4 |
| | 15.3 |
| | 400.1 |
| | 915.1 |
| | 1,347.8 |
|
| Net income attributable to non-controlling interests in consolidated entities | 72.5 |
| | 41.0 |
| | 537.9 |
| | 485.5 |
| | 676.0 |
|
Net income (loss) attributable to Carlyle Holdings | 934.9 |
| | (25.7 | ) | | (137.8 | ) | | 429.6 |
| | $ | 671.8 |
|
| Net income (loss) attributable to non-controlling interests in Carlyle Holdings | 690.8 |
| | (32.1 | ) | | (119.4 | ) | | 343.8 |
| | 567.7 |
|
Net income (loss) attributable to The Carlyle Group L.P. | $ | 244.1 |
| | $ | 6.4 |
| | $ | (18.4 | ) | | $ | 85.8 |
| | 104.1 |
|
| Net income attributable to Series A Preferred Unitholders | 6.0 |
| | — | | — | | — | | — |
Net income (loss) attributable to
The Carlyle Group L.P. Common Unitholders | $ | 238.1 |
| | $ | 6.4 |
| | $ | (18.4 | ) | | $ | 85.8 |
| | $ | 104.1 |
|
| Net income (loss) attributable to The Carlyle Group L.P. per common unit | | | | | | | | | |
| Basic | $ | 2.58 |
| | $ | 0.08 |
| | $ | (0.24 | ) | | $ | 1.35 |
| | $ | 2.24 |
|
| Diluted | $ | 2.38 |
| | $ | (0.08 | ) | | $ | (0.30 | ) | | $ | 1.23 |
| | $ | 2.05 |
|
| Distributions declared per common unit | $ | 1.24 |
| | $ | 1.68 |
| | $ | 3.39 |
| | $ | 1.88 |
| | $ | 1.33 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
| | (Dollars in millions, except per unit data) |
| Statement of Operations Data | | | | | | | | | |
| Revenues | | | | | | | | | |
| Fund management fees | $ | 1,166.3 |
| | $ | 984.6 |
| | $ | 977.6 |
| | $ | 915.5 |
| | $ | 770.3 |
|
| Performance fees | | | | | | | | | |
| Realized | 1,328.7 |
| | 1,176.7 |
| | 907.5 |
| | 1,307.4 |
| | 266.4 |
|
| Unrealized | 345.7 |
| | 1,198.6 |
| | 133.6 |
| | (185.8 | ) | | 1,215.6 |
|
| Total performance fees | 1,674.4 |
| | 2,375.3 |
| | 1,041.1 |
| | 1,121.6 |
| | 1,482.0 |
|
| Investment income (loss) | (7.2 | ) | | 18.8 |
| | 36.4 |
| | 78.4 |
| | 72.6 |
|
| Interest and other income | 20.6 |
| | 11.9 |
| | 14.5 |
| | 15.8 |
| | 21.4 |
|
| Interest and other income of Consolidated Funds | 956.0 |
| | 1,043.1 |
| | 903.5 |
| | 714.0 |
| | 452.6 |
|
| Revenue of a consolidated real estate VIE | 70.2 |
| | 7.5 |
| | — |
| | — |
| | — |
|
| Total Revenues | 3,880.3 |
| | 4,441.2 |
| | 2,973.1 |
| | 2,845.3 |
| | 2,798.9 |
|
| Expenses | | | | | | | | | |
| Compensation and benefits | 2,005.9 |
| | 2,244.1 |
| | 1,143.9 |
| | 477.9 |
| | 429.0 |
|
| General, administrative and other expenses | 526.8 |
| | 496.4 |
| | 357.5 |
| | 323.5 |
| | 177.2 |
|
| Interest | 55.7 |
| | 45.5 |
| | 24.6 |
| | 60.6 |
| | 17.8 |
|
| Interest and other expenses of Consolidated Funds | 1,042.0 |
| | 890.6 |
| | 758.1 |
| | 453.1 |
| | 233.3 |
|
| Interest and other expenses of a consolidated real estate VIE | 175.3 |
| | 33.8 |
| | — |
| | — |
| | — |
|
| Other non-operating (income) expenses | (30.3 | ) | | (16.5 | ) | | 7.1 |
| | 32.0 |
| | — |
|
| Loss from early extinguishment of debt, net of related expenses | — |
| | — |
| | — |
| | — |
| | 2.5 |
|
| Equity issued for affiliate debt financing | — |
| | — |
| | — |
| | — |
| | 214.0 |
|
| Total Expenses | 3,775.4 |
| | 3,693.9 |
| | 2,291.2 |
| | 1,347.1 |
| | 1,073.8 |
|
| Other Income (Loss) | | | | | | | | | |
| Net investment gains (losses) of Consolidated Funds | 887.0 |
| | 696.7 |
| | 1,758.0 |
| | (323.3 | ) | | (245.4 | ) |
| Gain on business acquisition | — |
| | — |
| | — |
| | 7.9 |
| | — |
|
| Income before provision for income taxes | 991.9 |
| | 1,444.0 |
| | 2,439.9 |
| | 1,182.8 |
| | 1,479.7 |
|
| Provision for income taxes | 76.8 |
| | 96.2 |
| | 40.4 |
| | 28.5 |
| | 20.3 |
|
| Net income | 915.1 |
| | 1,347.8 |
| | 2,399.5 |
| | 1,154.3 |
| | 1,459.4 |
|
| Net income (loss) attributable to non-controlling interests in consolidated entities | 485.5 |
| | 676.0 |
| | 1,756.7 |
| | (202.6 | ) | | (66.2 | ) |
| Net income attributable to Carlyle Holdings | 429.6 |
| | 671.8 |
| | 642.8 |
| | $ | 1,356.9 |
| | $ | 1,525.6 |
|
| Net income attributable to non-controlling interests in Carlyle Holdings | 343.8 |
| | 567.7 |
| | 622.5 |
| | | | |
| Net income attributable to The Carlyle Group L.P. | $ | 85.8 |
| | $ | 104.1 |
| | $ | 20.3 |
| | | | |
| Net income attributable to The Carlyle Group L.P. per common unit | | | | | | | | | |
| Basic | $ | 1.35 |
| | $ | 2.24 |
| | $ | 0.48 |
| | | | |
| Diluted | $ | 1.23 |
| | $ | 2.05 |
| | $ | 0.41 |
| | | | |
| Distributions declared per common unit | $ | 1.88 |
| | $ | 1.33 |
| | $ | 0.27 |
| | | | |
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | | 2012 | | 2011 | | 2010 | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| | (Dollars in millions) | (Dollars in millions) |
| Balance Sheet Data | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 1,242.0 |
| | $ | 966.6 |
| | $ | 567.1 |
| | $ | 509.6 |
| | $ | 616.9 |
| $ | 1,000.1 |
| | $ | 670.9 |
| | $ | 991.5 |
| | $ | 1,242.0 |
| | $ | 966.6 |
|
| Corporate treasury investments | | $ | 376.3 |
| | $ | 190.2 |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Investments and accrued performance fees | $ | 4,727.2 |
| | $ | 4,418.9 |
| | $ | 3,073.7 |
| | $ | 2,644.0 |
| | $ | 2,594.3 |
| $ | 5,294.9 |
| | $ | 3,588.1 |
| | $ | 3,874.5 |
| | $ | 4,727.2 |
| | $ | 4,418.9 |
|
Investments of Consolidated Funds(1) | $ | 26,028.8 |
| | $ | 26,886.4 |
| | $ | 24,815.7 |
| | $ | 19,507.3 |
| | $ | 11,864.6 |
| $ | 4,534.3 |
| | $ | 3,893.7 |
| | $ | 23,998.8 |
| | $ | 26,028.8 |
| | $ | 26,886.4 |
|
| Total assets | $ | 35,994.3 |
| | $ | 35,622.3 |
| | $ | 31,566.6 |
| | $ | 24,651.7 |
| | $ | 17,062.8 |
| $ | 12,280.6 |
| | $ | 9,973.0 |
| | $ | 32,181.6 |
| | $ | 35,994.3 |
| | $ | 35,622.3 |
|
| Loans payable and senior notes | $ | 1,146.9 |
| | $ | 940.6 |
| | $ | 886.3 |
| | $ | 860.9 |
| | $ | 597.5 |
| |
| Subordinated loan payable to Mubadala | $ | — |
| | $ | — |
| | $ | — |
| | $ | 262.5 |
| | $ | 494.0 |
| |
| | | | | | | | | | | |
| Debt obligations | | $ | 1,573.6 |
| | $ | 1,265.2 |
| | $ | 1,135.7 |
| | $ | 1,146.9 |
| | $ | 940.6 |
|
| Loans payable of Consolidated Funds | $ | 16,052.2 |
| | $ | 15,220.7 |
| | $ | 13,656.7 |
| | $ | 9,689.9 |
| | $ | 10,433.5 |
| $ | 4,303.8 |
| | $ | 3,866.3 |
| | $ | 17,064.7 |
| | $ | 16,052.2 |
| | $ | 15,220.7 |
|
| Loans payable of a consolidated real estate VIE at fair value | $ | 146.2 |
| | $ | 122.1 |
| | $ | — |
| | $ | — |
| | $ | — |
| |
| Total liabilities | $ | 23,138.3 |
| | $ | 20,892.9 |
| | $ | 17,983.8 |
| | $ | 13,561.1 |
| | $ | 14,170.2 |
| $ | 9,331.6 |
| | $ | 8,519.0 |
| | $ | 23,258.1 |
| | $ | 23,138.3 |
| | $ | 20,892.9 |
|
| | | | | | | | | | | |
| Redeemable non-controlling interests in consolidated entities | $ | 3,761.5 |
| | $ | 4,352.0 |
| | $ | 2,887.4 |
| | $ | 1,923.4 |
| | $ | 694.0 |
| $ | — |
| | $ | — |
| | $ | 2,845.9 |
| | $ | 3,761.5 |
| | $ | 4,352.0 |
|
| Members’ equity | $ | — |
| | $ | — |
| | $ | — |
| | $ | 873.1 |
| | $ | 929.7 |
| |
| Partners’ capital | $ | 566.0 |
| | $ | 357.1 |
| | $ | 235.1 |
| | $ | — |
| | $ | — |
| |
| Accumulated other comprehensive loss | $ | (39.0 | ) | | $ | (11.2 | ) | | $ | (4.8 | ) | | $ | (55.8 | ) | | $ | (34.5 | ) | |
| Partners’ capital appropriated for Consolidated Funds | $ | 184.5 |
| | $ | 463.6 |
| | $ | 838.6 |
| | $ | 853.7 |
| | $ | 938.5 |
| |
| Non-controlling interests in consolidated entities | $ | 6,446.4 |
| | $ | 7,696.6 |
| | $ | 8,264.8 |
| | $ | 7,496.2 |
| | $ | 364.9 |
| |
| Non-controlling interests in Carlyle Holdings | $ | 1,936.6 |
| | $ | 1,871.3 |
| | $ | 1,361.7 |
| | $ | — |
| | $ | — |
| |
| Series A Preferred Units | | $ | 387.5 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Total partners’ capital | $ | 9,094.5 |
| | $ | 10,377.4 |
| | $ | 10,695.4 |
| | $ | 9,167.2 |
| | $ | 2,198.6 |
| $ | 2,949.0 |
| | $ | 1,454.0 |
| | $ | 6,077.6 |
| | $ | 9,094.5 |
| | $ | 10,377.4 |
|
| |
| (1) | The entities comprising our Consolidated Funds are not the same entities for all periods presented. On December 31, 2010, we completed our acquisitionJanuary 1, 2016, The Carlyle Group L.P. adopted ASU 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides a revised consolidation model to use in evaluating whether to consolidate certain types of Claren Road and consolidated its operations and certainlegal entities. As a result, The Carlyle Group L.P. deconsolidated a majority of its managedconsolidated funds from that date forward. In addition, on JulyJanuary 1, 2011, we completed the acquisitions of ESG and 60% of AlpInvest and consolidated these entities as well as certain of their managed funds from that date forward. On February 28, 2012, we acquired certain European CLO management contracts from Highland Capital Management L.P. and consolidated those CLOs from that date forward. We also formed four CLOs throughout 2012, six CLOs throughout 2013, and eight CLOs throughout 2014 and consolidated those CLOs beginning on their respective formation dates or closing dates.2016. The consolidation or deconsolidation of funds generally has the effect of grossing up or down, respectively, reported assets, liabilities, and cash flows, and has no effect on net income attributable to The Carlyle Group L.P. or partners’ capital. |
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Carlyle Group L.P. (the “Partnership”) is a Delaware limited partnership formed on July 18, 2011. Pursuant to a reorganization into a holding partnership structure, theThe Partnership becameis a holding partnership and its sole material assets are equity interests through wholly owned subsidiary entities representing partnership units in Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (collectively,” Carlyle Holdings”) that the Partnership acquired using proceeds from the Partnership’s initial public offering on May 8, 2012. Beginning on May 8, 2012, through. Through wholly owned subsidiary entities, the Partnership is the sole general partner of Carlyle Holdings and operates and controls all of the business and affairs of Carlyle Holdings and, through Carlyle Holdings and its subsidiaries, continues to conduct the business now conducted by these subsidiaries. Carlyle Group Management L.L.C. is the general partner of the Partnership.
On May 2, 2012, our senior Carlyle professionals, the California Public Employees’ Retirement System (“CalPERS”), and entities affiliated with Mubadala Development Company, the Abu-Dhabi based strategic development and investment company (“Mubadala”) contributed all of their interests in the Parent Entities, and our senior Carlyle professionals and other individuals engaged in our business contributed a portion of the equity interests they owned in the general partners of our existing carry funds, to Carlyle Holdings in exchange for an aggregate of 274,000,000 Carlyle Holdings partnership units. Carlyle Holdings did not conduct any activity prior to May 2, 2012.
As the sole general partner of Carlyle Holdings, the Partnership consolidates the financial position and results of operations of Carlyle Holdings into its financial statements, and the ownership interests of the limited partners of the Carlyle Holdings partnerships are reflected as a non-controlling interest in the Partnership’s financial statements. The historical combined and consolidated financial statements of TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P. and TC Group Cayman Investment Holdings, L.P., as well as their majority-owned subsidiaries (collectively, “Carlyle Group”), reflect the predecessor financial statements of the Partnership, and are based on the historical ownership interests of the senior Carlyle professionals, CalPERS, and Mubadala in Carlyle Group.
The following discussion analyzes the financial condition and results of operations of the Partnership and, for periods prior to May 8, 2012, the financial condition and results of operations of Carlyle Group, the predecessor of the Partnership. Such analysis should be read in conjunction with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K and the Partnership’s final prospectus dated May 2, 2012, included in the Partnership’s Registration Statement on Form S-1, as amended (SEC File No. 333-176685). For ease of reference, we refer to the historical financial results of Carlyle Group as being “our” historical financial results. Unless the context otherwise requires, references to “we”, “us”, “our”, and “the Partnership” are intended to mean the business and operations of the Partnership since May 8, 2012. When used in the historical context (i.e., prior to May 8, 2012), these terms are intended to mean the business and operations of Carlyle Group.10-K.
Overview
We conduct our operations through four reportable segments: Corporate Private Equity, Real Assets, Global Credit (formerly known as Global Market Strategies, Real AssetsStrategies), and Investment Solutions (formerly referred to as Solutions).Solutions.
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| • | Corporate Private Equity — Our Corporate Private Equity segment advises our 23 buyout and 10 growth capital funds, which seek a wide variety of investments of different sizes and growth potentials. As of December 31, 2017, our Corporate Private Equity segment had approximately $73 billion in AUM and approximately $36 billion in Fee-earning AUM (Fee-earning AUM excludes $18 billion* in pending AUM for which we have not yet activated fees, although this capital is included in total AUM). — Our Corporate Private Equity segment advises our 22 buyout and 9 growth capital funds, which seek a wide variety of investments of different sizes and growth potentials. As of December 31, 2014, our Corporate Private Equity segment had approximately $65 billion in AUM and approximately $40 billion in Fee-earning AUM.
Global Market Strategies — Our Global Market Strategies segment advises a group of 69 funds that pursue investment opportunities across structured credit, distressed debt, corporate and energy mezzanine debt, middle-market and senior debt, as well as credit, emerging markets and commodities-focused hedge funds and a mutual fund. As of December 31, 2014, our Global Market Strategies segment had approximately $37 billion in AUM and approximately $34 billion in Fee-earning AUM.
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Real Assets — Our Real Assets segment advises our nine11 U.S. and internationally focused real estate funds, our two infrastructure fund,funds, our two power funds, our international energy fund, as well as our fivefour Legacy Energy funds (funds that we jointly advise with Riverstone). The segment also includes sevenfive NGP management fee funds and threefour carry funds advised by NGP. As of December 31, 2014,2017, our Real Assets segment had approximately $42$43 billion in AUM and approximately $28$32 billion in Fee-earning AUM.
Global Credit — Our Global Credit segment advises a group of 58 funds that pursue investment opportunities across structured credit, direct lending, distressed credit, energy credit and opportunistic credit. As of December 31, 2017, our Global Credit segment had approximately $33 billion in AUM and approximately $27 billion in Fee-earning AUM.
Investment Solutions — Our Investment Solutions segment advises a global private equity and real estate fund of funds programprograms and related co-investment and secondary activities across 101197 fund of funds vehicles. On July 1, 2011, we acquired a 60% interest in AlpInvest; on August 1, 2013 we acquired the remaining 40% equity interest in AlpInvest. On November 1, 2013, we acquired Metropolitan Real Estate Equity Management, LLC (“Metropolitan”), one of the largest managers of indirect investments in global real estate, which manages 26 fund of funds vehicles. Additionally, on February 3, 2014, we acquired Diversified Global Asset Management Corporation (“DGAM”), a global manager of fund of hedge funds vehicles, which manages 15 fund of funds vehicles. As of December 31, 2014,2017, our Investment Solutions segment had approximately $51$46 billion in AUM and approximately $33 billion$30 billion in Fee-earning AUM.
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| * | For the Partnership, Fee-earning AUM excludes $22 billion in pending AUM for which we have not yet activated fees, although this capital is included in total AUM. |
We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income, which we refer to as a carried interest, in the event that specified investment returns are achieved by the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that deconsolidates these investment funds. Accordingly, our segment revenues primarily consist of fund management and related advisory fees, performance fees (consisting of incentive fees and carried interest allocations), investment income, including realized and unrealized gains on our investments in our funds and other trading securities, as well as interest and other income. Our segment expenses primarily consist of compensation and benefits expenses, including salaries, bonuses, performance payment arrangements, and equity-based compensation excluding awards granted in our initial public offering or in connection with
acquisitions and strategic investments, and general and administrative expenses. While our segment expenses include depreciation and interest expense, our segment expenses exclude acquisition-related charges and amortization of intangibles and impairment. Refer to Note 1816 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on the differences between our financial results reported pursuant to U.S. GAAP and our financial results for segment reporting purposes.
Trends Affecting our Business
We believe that on an annual basis, our diversified, multi-productExpectations for global platform, which invests across numerous industries, asset classeseconomic growth remained strong through the fourth quarter of 2017 and geographies generally enhancesinto early 2018, with particular optimism surrounding the stabilityoutlook for growth in the eurozone. Our proprietary portfolio of our management fee revenuesindustrial and distributable earningsmanufacturing related indicators remained steady at or near six-year highs during the fourth quarter and decreases our exposureinto early 2018. As 2017 drew to a negative event associated with any specific fund, investment or vintage. However, our resultsclose, inflation continued to fall short of operations, particularly our quarterly results, are affectedcentral bank targets. In the U.S., the core PCE price index (the Federal Reserve’s preferred measure of core inflation) rose by a variety of factors including global economic, market and financial conditions, particularly1.5% in the United States, Europetwelve months ended December 2017, unchanged from November and Asia. In general,still well below the Federal Reserve’s 2% target. Our proprietary portfolio data similarly lacked signs of inflationary pressure, a climatephenomenon we believe is almost entirely driven by weakness in construction activity. During the fourth quarter of reasonable2017, eurozone core inflation rose more sluggishly than in the third quarter of 2017, with year-on-year rates of 0.9% observed in each month of the fourth quarter. On the other hand, U.S. bond market inflation expectations continue to rise, as the 10-year breakeven rate recently reached 2.1%. The U.S. dollar declined nearly 10% against global currencies in 2017, the largest annual decline in more than 10-years. During 2017, the Euro appreciated 12% against the U.S. dollar.
Stronger real global growth, relatively low longer-term interest rates, and high levelsthe passage of liquiditytax reform pushed global equity markets to record highs in 2017. The MSCI World Index advanced 20% in 2017 and 5% in the debtfourth quarter alone, while the S&P 500 rose 19% over the calendar year and equity capital6% in the fourth quarter of 2017. Underlying earnings growth at the companies comprising the S&P 500 has supported the upward movement of the markets. Estimated total 2017 earnings growth for the S&P 500 is 13.4%, the highest annual rate since 2011. As has been the case throughout the year, companies with greater global exposure have been driving this trend. As of mid-December 2017, S&P 500 companies with a concentration of at least 50% of sales outside the U.S. experienced earnings growth of approximately 15%, compared to approximately 7% for companies with a greater domestic focus. After strong recent performance pushing global market multiples to multi-year highs, during early February 2018, the markets provideexperienced a positive environment for us to generate attractive investment returns in our carry funds, but periodsheightened level of volatility and dislocation in the capital markets can present usconnection with opportunities to invest at reduced valuations that position us for future revenue growth. For our hedge funds, opportunities to generate revenue depend on their respective investment strategies, certain of which may benefit from higher market volatility. These strategies include, but are not limited to, low levels of correlation in equity and debt markets, differences in market prices versus fundamental value and opportunities to profit from trading inefficiencies.a sell-off.
During 2014, the general economic climate started the year weaker, but by the second half of the year, theThe U.S. macroeconomic outlook improved with gross domestic product growth averaging nearly 4%10-year Treasury yield ended 2017 at an annualized rate. This acceleration in growth helpedaround 2.4% and has risen to offset the 2.1% contractionmore than 2.8% in the first two weeks of February 2018. While the yield curve continued to flatten through most of January, it has recently shown signs of steepening, with the credit spread between the 10-year and two-year Treasury yields rising to nearly 0.7% as of February 7, 2018. Credit spreads on B-rated corporate credit ticked up slightly to 370 basis points in the fourth quarter - well below long-run averages - while the trailing high-yield default rate continued to hover around 2.3% (measured globally). Sustained low interest rates and the availability of 2014financing has continued to support valuation multiples near all-time highs, though rising inflation expectations and bring GDP growththe repricing of risk may slow the pace of gains.
Our overall carry fund portfolio appreciated by 5% during the fourth quarter and was up 20% for 2017. In the fourth quarter, our Corporate Private Equity funds appreciated by 8% (32% for the yearfull year), our Real Asset funds appreciated by 4% (19% for the full year) and our Global Credit carry funds appreciated by 1% for the quarter (11% for the full year). Appreciation in Investment Solutions was 3% in the fourth quarter and 10% for the full-year, negatively impacted by the strength of the Euro relative to roughly 2.5%. Economic strengththe U.S. dollar as AlpInvest funds are primarily denominated in Euros, with significant underlying USD-denominated investments. Our private carry fund portfolio appreciated by 6% and our public carry fund portfolio appreciated by 9% during the fourth quarter, each excluding Investment Solutions. The continued appreciation across our portfolio was aided by market tailwinds in 2017 as described above. However, with market valuation levels at all-time highs, increasing volatility and the potential for upward movement in interest rates, it will be difficult for the public markets to generate the same level of appreciation in 2018 as observed in 2017 and, accordingly, it will be difficult for our portfolio to do the same as well.
In December 2017, the President signed the Tax Cuts and Jobs Act (the "TCJA"), providing the most comprehensive overhaul of the U.S. federal tax code in decades. In general, the TCJA is a pro-growth, pro-business package that is designed to stimulate growth in the economy. We expect the TCJA to further support the recent strong growth in the U.S. and global economies. Although for the majority of our current portfolio companies, we expect the benefit of a lower corporate tax rate will outweigh the cost associated with the potential limitations on interest expense deductibility, we will continue to evaluate the provisions of the Act for any further potential impact. Most of our portfolio companies have reasonable capital structures, are growing earnings and benefit from low interest rates. Assuming we continue to create value and the economy remains strong, we anticipate the TCJA generally should be a net positive for our carry fund portfolio.
Private equity fundraising in 2017 hit a record $453 billion, more than 9.5% above the prior high of $414 billion set in 2007, raising total industry “dry powder” above $1 trillion. We raised approximately $25 billion and $43 billion of new capital, respectively, during the fourth quarter and full-year 2017. As of the end of 2017, we had raised 57% of our $100 billion fundraising target. We expect that our strong pace of fundraising will continue into 2018 and anticipate that we will raise approximately $25 billion during the year. Higher fundraising activity generates incremental expenses, generally in the quarter that the capital is raised. As the majority of new capital commitments will not generate fees until management fees are activated, we generally incur costs ahead of revenues. We expect management fees on several of our new large buyout funds will activate fees in the second half of the year contributed to an 11% increase in the S&P 500 index for the year. Stock markets outside of the U.S. were generally weaker in 2014, with the EuroStoxx index up by 3%, the MSCI ex-U.S. index down by 5.7% and the MSCI Emerging index down by 3.5%. The U.S. dollar strengthened against almost all other currencies in 2014, with gains of 14% versus the Japanese yen and the Euro and 2% versus the Chinese yuan renminbi. On a trade-weighted basis, the U.S. dollar rose by 9% for 2014. The increase in the value of the U.S. dollar likely will depress the foreign earnings of U.S. businesses,2018, at which could cause asset prices to decline or valuation ratios to increase further. While this may pressure the U.S. dollar values of our assets and portfolio outside the United States, we also expect it to create opportunities for our funds to invest in assets at more reasonable prices than have been available over the past several years.
In October 2014, the Federal Reserve ended its large scale asset purchase program and has signaled its intention to raise interest rates during 2015, depending on the results of incoming economic data during the year. Despite the expected increase in policy rates, market-based interest rates generally declined in 2014, with the 10-year yield falling from 3% at the end of 2013 to just 1.8% in early 2015. Yields on 10-year German and Japanese government debt fell to 0.48% and 0.27%, respectively, by January 2015. The decline in interest rates has been partially due to increased monetary accommodation in Japan and the expectation that the European Central Bank will launch an asset purchase program in the first quarter of 2015.
Some of the considerations informing our strategic decisions include:
Our ability to grow our fee-earning AUM. During the year ended December 31, 2014, we raised more than $24 billion of new capital commitments across our fund platform. Although the time required to raise a fund remains lengthened relative to historical years prior to the recession and the environment is competitive, our fundraising levels exceeded expectations in 2014 during which several of our larger funds were in the market. If our fundraising levels decline, this decline also will impact our fee-earning AUM. Our fee-earning AUM declined from $140 billion in 2013 to $136 billion in 2014, primarily due to large distributions from our funds stemming from significant exit activity. During 2015, we expect Fee-Earning AUM and Fee Related Earnings to increase. Pending Fee-Earning AUM, which is capital that much of our fundraising will come from mid-size funds and we will continue to sell remaining investments in many of the older, larger buyout funds, which may make it difficult to grow fee-earning AUM. In our open-ended funds, to the extent we face significant investor redemptions that are not replaced with subscriptions, our fee-earning AUM would be adversely impacted. Effective January 1, 2015, we had $2.2 billion net redemptions in our GMS hedge fund operations. Furthermore, from time to time, we may raise funds or managed accounts where we take feeshave raised, but on invested capital rather than on committed capital so we will not earn any fees from such commitments until we make an investment. As of December 31, 2014, we also had $9.4 billion of newly raised capital for which we have not yet commenced charging management fees. To the extent we failactivated fees, was $22 billion at December 31, 2017 up from $5 billion at September 30, 2017, primarily due to growlarge closings on our fee-earning AUM, our management fee revenues also will be adversely impacted.
Asia and U.S. Buyout funds.
OurWe remain confident in our ability to offerfind investment opportunities that meet the criteria and market differentiated products that engage new fund investors. Our ability to attract new capital and investors in our funds is driven, in part, by the extent to which they continue to see the alternative asset management industry generally, and our investment products specifically, as an attractive vehicle for capital appreciation. We continually seek to create avenues to meet our investors’ evolving needs and broaden the appealstrategic focus of our investment products by offering an expansive rangefunds despite higher asset valuations and competition that may put downward pressure on rates of investmentreturn for new investments across all asset classes. During the fourth quarter, our carry funds developing new products and creating managed accounts and other investment vehicles tailored to our investors’ goals. One area of recent attention has been the expansion of access to our products for a new base of individual fund investors, including through the launch of a mutual fund. We utilize both external strategies, including the use of feeder funds and other registered investment products, and our internal team of LP relations professionals to reach out to and expand our investor base. We have dedicated and expect to continue to dedicate significant resources to maintain our existing relationships, further develop external avenues to reach investors and support our LP relations personnel, which could increase our fundraising costs.
Our successful deployment of capital. Our ability to maintain and grow our revenue base is dependent upon our ability to deploy successfully the capital that our investors have committed to our investment funds. Greater competition, high valuations, cost of credit and other general market conditions may impact our ability to identify and execute attractive investments. Because we maintain a disciplined investment approach and analyze each carry fund transaction based on our ability to achieve our targeted returns while taking on a reasonable level of risk, we will not deploy our capital until we have sourced a suitable investment opportunity at an attractive price. We have a long-term investment horizon and the capital deployed in any one quarter may vary significantly from the capital deployed in any other quarter or the quarterly average of capital deployed in any given year. During 2014, we invested approximately $10$7 billion in new or follow-on transactions, and existing investmentsinvested $22 billion in 2017. Our diverse fund mandates, geographical footprint and experienced investment teams combine to generate a high level of investment lead generation. With $70 billion in available capital ready to deploy, our global investment teams continue to pursue transactions across our platform. We generated $8 billion in realized proceeds in our carry funds. Overfunds in the past five years,fourth quarter and $26 billion in 2017, the sixth consecutive year we have invested an average ofrealized more than $9$25 billion in realized proceeds for our fund investors. We are at a yearpoint in new and existing investments in our carry funds. As of December 31, 2014, we had capital availablethe cycle for investment through our carry funds where the prior generation of $41 billion.
funds have exited substantial parts of their portfolios and newer funds, while in accrued carry, are not yet producing realized performance fees. We expect to remain in this position through 2018, and therefore expect net realized performance fees will likely be lower in 2018 than 2017.
Our abilityIn January 2018, we re-branded our “Global Market Strategies” segment to generate strong absolute“Global Credit” to better reflect the underlying business strategy. During 2018, we plan to invest our resources in further expanding and risk adjusted returns. The strengthsupporting our Global Credit business. We are building a scalable foundation in Global Credit capable of supporting our existing operations and managing a higher-level of assets in their current strategies, while also enabling us to extend into adjacent strategies to meet the evolving needs of our investment performance affects investors’ willingnessinvestors. If we successfully execute on our business plans, we expect to commit capital to our funds. The capital we are able to attract is one ofgrow AUM in the main drivers of the growth of our AUM and the management fees we earn. During the year ended December 31, 2014, we realized proceeds of approximately $20 billion for our carry fund investors. Our decision to realize carry considers such factors as the level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to limited partner investors, and the length of time the fund has been in carry, as well as other qualitative measures. The valuation of our carry fund portfolio increased 15% overall during 2014 with a 23% increase in our Corporate Private Equity segment, a 20% increase in our Global Market StrategiesCredit segment and a 2% decline in our Real Assets segment. The decline in Real Assets was primarily driven by depreciation in funds in our energy platform in late 2014, but was partially mitigated byimprove financial results over the lower economics of our interests in the performance fees from our Legacy Energy funds as opposed to the enhanced economics we hold in funds in our broadened energy and natural resources platform. We believe that this broadened platform will provide significant opportunities for future returns on our investment as we seek to deploy significant capital into the sector at current attractive values. Given increased competition for investments, and the effect, particularly in Europe and Asia, of the rising dollar against foreign currencies, the internal rates of return we are able to generate may be lower than our historical rates, but we continue to follow our core investment tenets and disciplined approach to make investments where we believe we can create value and achieve appreciation.
Recent Transactions
Distributions
In February 2015,2018, the Board of Directors of our general partner declared a quarterly distribution of $1.61$0.33 per common unit to common unitholders in respect of the fourth quarter of 2014 payable on March 6, 2015 to holders of record of common units at the close of business on February 23, 2015.20, 2018, payable on February 27, 2018.
ConsolidationThe Board of Certain Carlyle FundsDirectors of our general partner declared a quarterly distribution of $0.367188 per Preferred Unit to holders of record at the close of business on March 1, 2018, payable on March 15, 2018. Distributions on the Preferred Units are discretionary and Variable Interest Entities
Pursuantnon-cumulative. See Note 14 to U.S. GAAP, we consolidate certain Carlyle sponsored funds, related co-investment entities and CLOs that we advise, which we refer to collectively as the Consolidated Funds, in our consolidated financial statements. These funds represent approximately 15% of our AUM as of December 31, 2014, approximately 14% of our fund management fees and approximately 2% of our performance feesstatements for the year ended December 31, 2014.
We are not required under U.S. GAAP to consolidate in our financial statements most of the investment funds we advise because such funds provide their limited partners with the right to dissolve the fund without cause by a simple majority vote of the non-Carlyle affiliated limited partners, which overcomes the presumption of control by Carlyle. However, we consolidate certain CLOs that we advise as a result of the application of the accounting standards governing consolidations. As of December 31, 2014, our consolidated CLOs held approximately $18 billion of total assets and comprised 61% of the assets of the Consolidated Funds and 100% of the loans payable of the Consolidated Funds. As of December 31, 2014, our consolidated AlpInvest fund of funds vehicles had approximately $6 billion of total assets and comprised 21% of the assets of the Consolidated Funds. The remainder of the assets of the Consolidated Funds as of December 31, 2014 primarily relate to our consolidated hedge funds and other consolidated funds. The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the liabilities of the Consolidated Funds are non-recourse to us. For furthermore information on consolidation of certain funds, seethese units.
Key Financial Measures
Our key financial measures are discussed in the following pages. Additional information regarding these key financial measures and our other significant accounting policies can be found in Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to the Partnership and partners’ capital. The majority of the net economic ownership interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities, redeemable non-controlling interests in consolidated entities, and partners’ capital appropriated for Consolidated Funds in the consolidated financial statements. For further information, see Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
Because only a small portion of our funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the combined performance trends of all of our funds.
In addition, as described in Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K, as of September 30, 2013, we began consolidating Urbplan, a Brazilian real estate portfolio company of certain of our real estate investment funds. Due to the timing and availability of financial information of Urbplan, we consolidate the financial position and results of operations of Urbplan on a financial reporting lag of 90 days. As of December 31, 2014, our consolidated financial statements included approximately $250 million of assets related to Urbplan, representing less than 1% of our consolidated total assets.
On February 18, 2015, the FASB issued ASU 2015-2, Consolidation (Topic 820): Amendments to the Consolidation Analysis. ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. This guidance in ASU 2015-2 is effective for the Partnership beginning on January 1, 2016, however, early adoption is permitted. The Partnership is currently assessing the potential impact that this guidance will have on its consolidated financial statements.
Key Financial Measures
Our key financial measures are discussed in the following pages.
Revenues
Revenues primarily consist of fund management fees, performance fees, investment income, including realized and unrealized gains of our investments in our funds and other trading securities,investments, as well as interest and other income. See “— Critical Accounting Policies — Performance Fees” and Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding the manner in which management fees and performance fees are generated.
Fund Management Fees. Fund management fees include (i) management fees and (ii) transaction and portfolio advisory fees. ManagementWe earn management fees are fees we earn for advisory services we provide to funds in which we hold a general partner interest or with which we have an investment advisory or investment management agreement. Management fees are based on (a) third parties’ capital commitments to our investment funds, (b) third parties’ remaining capital invested in our investment funds at cost or at the lower of cost or aggregate remaining fair value, (c) gross assets, excluding cash and cash equivalents, (d) for the private equity and real estate fund of funds vehicles following the expiration of the commitment period or weighted-average investment period of such vehicles, the lower of cost or fair value of the capital invested, the net asset value for unrealized investments, or the contributions for unrealized investments, (e) the total par amount of assets for our CLOs and the aggregate principal amount of the notes of our other structured products, or (f) the net asset value (“NAV”) of certain of our investment funds, as described in our consolidated financial statements. Additionally, management fees include catch-up management fees, which are episodic in nature and represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between the fee initiation date and the subsequent closing date.
Management fees for funds in our corporate private equity funds, closed-end carry funds in the global market strategies segment and real assets funds generally range from 1% to 2% of commitments during the investment period of the relevant fund. Large funds tend to have lower effective management fee rates, while smaller funds tend to have effective management fee rates approaching 2.0%. Following the expiration or termination of the investment period of such funds, the management fees generally step-down to between 0.6% and 2.0% generally on the lower of cost or fair value of capital invested; however, certain of our managed accounts base management fees on contributions for unrealized investments or the current value of the investment at all times. Depending upon the contracted terms of investment advisory or investment management and related agreements, these fees are called semiannually in advance and are recognized as earned over the subsequent six month period. As a result, cash on hand and deferred revenue will generally be higher at or around January and July, which are the semiannual due dates for management fees.
Management fees for our private equity and real estate fund of funds vehicles generally range from 0.3% to 1.0% on the vehicle’s capital commitments during the commitment fee period of the relevant fund or the weighted-average investment period of the underlying funds. Following the expiration of the commitment fee period or weighted-average investment period of such funds, the management fees generally range from 0.3% to 1.0% on the lower of cost or fair value of the capital invested, the net asset value for unrealized investments, or the contributions for unrealized investments. The management fees for our fund of hedge funds vehicles generally range from 0.2% to 1.5% of NAV. Management fees for our Investment Solutions segment are generally due quarterly and recognized over the related quarter.
Our hedge funds generally pay management fees quarterly that range from 1.5% to 2.0% of NAV per year. Our mutual fund will generally pay management fees of 0.75% per year of daily NAV. Management fees for our business development companies are due quarterly in arrears at annual rates that range from 0.25% to 1.0% of gross assets, excluding cash and cash equivalents. Management fees for our CLOs and other structured products typically range from 0.15% to 1.0% on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are due quarterly or semiannually based on the terms and recognized over the relevant period. Our management fees for our CLOs/structured products and credit opportunities funds are governed by indentures and collateral management agreements.
With respect to Claren Road, ESG, and Vermillion, we retain a specified percentage of the management fees of the businesses based on our economic ownership in the management companies of 55%. Through the second quarter of 2013, we retained 60% of the management fees of AlpInvest based on our 60% equity interest in AlpInvest. During the third quarter of 2013, we acquired the remaining 40% equity interest in AlpInvest, and therefore we are entitled to 100% of the management fees of AlpInvest subsequent to that acquisition. Management fees are not subject to repayment but may be offset to the extent that other fees are earned as described below under “—Transaction and Portfolio Advisory Fee.”
Management fees attributable to Carlyle Partners VI, L.P. (“CP VI”), our sixth U.S. buyout fund with approximately $12.0 billion of Fee-earning AUM as of December 31, 2014,2017, were approximately 14% of total management fees recognized during the year ended December 31, 2014. Management fees attributable to Carlyle Partners V, L.P. (“CP V”)16%, our fifth U.S. buyout fund, were approximately 11%15%, and 17%15% of total management fees recognized during the years ended December 31, 20132017, 2016, and 2012,2015, respectively. No other fund generated over 10% of total management fees in the periods presented.
Fund management fees exclude the reimbursement of any partnership expenses paid by the Partnership on behalf of the Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of investments, and other fund administrative expenses.
Transaction and Portfolio Advisory Fees. Transaction and portfolio advisory fees are fees we receive for the transaction and portfolio advisory services we provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and portfolio advisory fees for these services when the service has been provided and collection is reasonably assured. We are required to offset our fund management fees earned by a percentage of the transaction and advisory fees earned, which we refer to as the “rebate offsets.” Such rebate offset percentages generally approximate 80% of the fund's portion of the transaction and advisory fees earned. The recognition of portfolio advisory fees and transaction fees can be volatile as they are primarily generated by investment activity within our funds, and therefore are impacted by our investment pace. We have received and expect to continue to receive requests from a variety of investors and groups representing investors to increase the percentage of transaction and advisory fees we share with our investors in future funds; to the extent that we accommodate such requests on future funds, the rebate offset percentages would increase relative to historical levels.
Performance Fees. Performance fees consist principally of the special residualperformance-based capital allocation of profitsfrom fund limited partners to which we are entitled,us, commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.” We are generally entitled to a 20% allocation (or 10% to 20% on external coinvestment vehicles, with some earning no carried interest, or approximately 2% to 10% in the case of most of our fund of funds vehicles) of the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally 8% to 9% and the return of certain fund costs (subject to catch-up provisions as set forth in the fund limited partnership agreement). Carried interest revenue, which is a componenthistorically has comprised over 90% of all performance fees in our consolidated financial statements, is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain return hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant to the fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of carried interest recognized as performance fees reflects our share of the fair value gains and losses of the associated funds’ underlying investments measured at their then-current fair values.values relative to the fair values as of the end of the prior period. As a result, the performance fees earned in an applicable reporting period are not indicative of any future period. Carried interestperiod, as fair values are based on conditions prevalent as of the reporting date. Refer to “ — Trends Affecting our Business” for further discussion.
In addition to the performance fees from our Corporate Private Equity and Real Assets funds and closed-end carry funds in the Global Credit segment, we are also entitled to receive performance fees from our Investment Solutions and NGP carry funds. The timing of performance fee realizations for these funds is ultimately realizedtypically later than in our other carry funds based on the terms of such arrangements.
Our performance fees are generated by a diverse set of funds with different vintages, geographic concentration, investment strategies and distributed when: (i)industry specialties. For an underlying investment is profitably disposedexplanation of (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the investment fund’s cumulative returns arefund acronyms used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, see “Item 1. Business — Our Family of Funds.”
Performance fees in excess of the preferred return and (iv) we have decided to collect carry rather than return additional capital to limited partner investors. Our decision to realize carry considers such factors as the level of embedded valuation gains, the portion10% of the fund invested,total for the portionyear ended December 31, 2017 were generated from the following funds:
$649.1 million from CP VI (with total AUM of approximately $15.2 billion at December 31, 2017),
$312.7 million from Carlyle Asia Partners IV, L.P. (“CAP IV”) (with total AUM of approximately $5.5 billion at December 31, 2017), and
$311.4 million from Carlyle Partners V, L.P. (“CP V”) (with total AUM of approximately $3.7 billion at December 31, 2017).
Performance fees in excess of 10% of the total for the year ended December 31, 2016 were generated primarily from the following funds:
•$124.8 million from CP V, and
•$89.4 million from Carlyle Realty Partners VII, L.P. (“CRP VII”).
Performance fees in excess of 10% of the total for the year ended December 31, 2015 were generated primarily from the following funds:
•$236.8 million from Carlyle Europe Partners III, L.P. (“CEP III”),
•$184.5 million from Carlyle Asia Partners III, L.P. (“CAP III”),
•$101.1 million from Carlyle Realty Partners VI, L.P. (“CRP VI”), and
•$(100.3) million from Carlyle/Riverstone Global Energy and Power Fund III, L.P. (“Energy III”).
No other fund returned to limited partner investors, and the length of time the fund has been in carry, as well as other qualitative measures. The portiongenerated over 10% of performance fees that are realized and unrealized in each period are separately reported in our statement of operations.the periods presented above.
Under our arrangements with the historical owners and management team of AlpInvest, we generally do not retain any carried interest in respect of the historical investments and commitments to our fund of funds vehicles that existed as of July 1, 2011 (including any options to increase any such commitments exercised after such date). We are entitled to 15% of the carried interest in respect of commitments from the historical owners of AlpInvest for the period between 2011 and 2020 and 40% of the carried interest in respect of all other commitments (including all future commitments from third parties). In certain instances, carried interest associated with the AlpInvest fund of funds vehicles is subject to entity level income taxes in the Netherlands.
Our performance fees are generated by a diverse set of funds with different vintages, geographic concentration, investment strategies and industry specialties. For an explanation of the fund acronyms used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, see “Item 1. Business — Our Family of Funds.”
Performance fees from CP V and Carlyle Europe Partners III, L.P. (“CEP III”), our third Europe buyout fund, (with total AUM of approximately $15.2 billion and $6.4 billion, respectively, as of December 31, 2014) were $600.8 million and $584.0 million, respectively, for the year ended December 31, 2014. Performance fees from CP V, CEP III, and Carlyle Partners IV, L.P. (“CP IV”), our fourth U.S. buyout fund, were $592.0 million, $509.1 million, and $390.1 million, respectively, for the year ended December 31, 2013. Performance fees from CP V, CP IV and Carlyle Asia Partners II, L.P. (“CAP II”) were $302.6 million, $230.1 million, and $115.1 million, respectively, for the year ended December 31, 2012. No other fund generated over 10% of performance fees in the periods presented.
Realized carried interest may be clawed-backclawed back or given back to the fund if the fund’s investment values decline below certain return hurdles, which vary from fund to fund. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance fees are reversed. In all cases, each investment fund is considered separately in evaluating carried interest and potential giveback obligations. For any given period, carried interest income could thus be negative; however, cumulative performance fees can never be negative over the life of a fund. In addition, we are not obligated to pay guaranteed returns or hurdles. If upon a hypothetical liquidation of a fund’s investments at the then-current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established in our financial statements for the potential giveback obligation. As discussed below, each individual recipient of realized carried interest typically signs a guarantee agreement or partnership agreement that personally obligates such person to
return his/her pro rata share of any amounts of realized carried interest previously distributed that are later clawed back. Accordingly, carried interest as performance fee compensation is subject to return to the Partnership in the event a giveback obligation is funded. Generally, the actual giveback liability, if any, does not become due until the end of a fund’s life.
In addition to the carried interest from our carry funds, we are also entitled to receive incentive fees or allocations from certain of our Global Market Strategies funds when the return on AUM exceeds previous calendar-year ending or date-of-investment high-water marks. Our hedge funds generally pay annual incentive fees or allocations equal to 20% of the fund’s profits for the year, subject to a high-water mark. The high-water mark is the highest historical NAV attributable to a fund investor’s account on which incentive fees were paid and means that we will not earn incentive fees with respect to such fund investor for a year if the NAV of such investor’s account at the end of the year is lower that year than any prior year-end NAV or the NAV at the date of such fund investor’s investment, generally excluding any contributions and redemptions for purposes of calculating NAV. In these arrangements, incentive fees are recognized when the performance benchmark has been achieved based on the hedge funds’ then-current fair value and are included in performance fees in our consolidated statements of operations. These incentive fees are a component of performance fees in our consolidated financial statements and are treated as accrued until paid to us.
For any given period, performance fee revenue on our statement of operations may include reversals of previously recognized performance fees due to a decrease in the value of a particular fund that results in a decrease of cumulative performance fees earned to date. Since fund return hurdles are cumulative, previously recognized performance fees also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate. For the years ended December 31, 2014, 2013,2017, 2016, and 2012,2015, the reversals of performance fees were $255.4$74.2 million, $63.0$109.6 million, and $34.5$253.4 million, respectively. Additionally, unrealized performance fees reverse when performance fees are realized, and unrealized performance fees can be negative if the amount of realized performance fees exceed total performance fees generated in the period.
As of December 31, 2014,2017, accrued performance fees and accrued giveback obligations were approximately $3.8$3.7 billion and $104.4$66.8 million, respectively, after amounts eliminated related to the Consolidated Funds.respectively. Each balance assumes a hypothetical liquidation of the funds’ investments at December 31, 20142017 at their then current fair values. These assets and liabilities will continue to fluctuate in accordance with the fair values of the fund investments until they are realized. As of December 31, 2017, approximately $37.9 million of the accrued giveback obligation is the responsibility of various current and former senior Carlyle professionals and other limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation attributable to Carlyle Holdings is $28.9 million. The Partnership uses “net accrued performance fees” to refer to the accrued performance fees net of accrued giveback obligations, accrued performance fee compensation, performance fee-related tax obligations, and accrued performance fees attributable to non-controlling interests and excludes any net accrued performance fees that have been realized but will be collected in subsequent periods. The net accrued performance fees as of December 31, 2017 are $1.7 billion.
In addition, realized performance fees may be reversed in future periods to the extent that such amounts become subject to a giveback obligation. If at December 31, 2014,2017, all investments held by our carry funds were deemed worthless, the amount of realized and previously distributed performance fees subject to potential giveback would be approximately $1.4$0.7 billion, on an after-tax basis where applicable. See the related discussion of “Contingent Obligations (Giveback)” within “— Liquidity and Capital Resources.” Since Carlyle's inception, we have repaidrealized a total of approximately $48.6$205.5 million in aggregate giveback obligations. Approximately $37.0 million of the $205.5 million in aggregate realized giveback obligations which was fundedattributable to Carlyle Holdings. The funding for employee obligations and givebacks related to carry realized pre-IPO is primarily through a collection of employee receivables related to giveback obligations and from contributions from non-controlling interests for their portion of the obligation. The realization of giveback obligations for the Partnership's portion of such obligations reduces
As described above,
Distributable Earnings in the period realized and negatively impacts earnings available for distributions to unitholders in the period realized. Further, each individual recipient of realized carried interest typically signs a guarantee agreement or partnership agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest previously distributed that are later clawed back. Accordingly, carried interest as performance fee compensation is subject to return to the Partnership in the event a giveback obligation is funded. Generally, the actual giveback liability, if any, does not become due until the end of a fund’s life.
Each investment fund is considered separately in evaluating carried interest and potential giveback obligations. As a result, performance fees within funds will continue to fluctuate primarily due to certain investments within each fund constituting a material portion of the carry in that fund. Additionally, the fair value of investments in our funds may have substantial fluctuations from period to period.
In addition, in our discussion of our non-GAAP results, we use the term “net performance fees” to refer to the performance fees from our funds net of the portion allocated to our investment professionals, if any, and certain tax expenses associated with carried interest attributable to certain partners and employees, which are reflected as performance fee related compensation expense. We use the term “realized net performance fees” to refer to realized performance fees from our funds, net of the portion allocated to our investment professionals, if any, and certain tax expenses associated with carried interest attributable to certain partners and employees, which are reflected as realized performance fee related compensation expense. See “— Non-GAAP Financial Measures” for the amount of realized and unrealized performance fees recognized each period. See “— Segment Analysis” for the realized and unrealized performance fees by segment and related discussion for each period.
Fair Value Measurement. U.S. GAAP establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I – inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. We do not adjust the quoted price for these instruments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Investments in hedge funds are classified in this category when their net asset value is redeemable without significant restriction.
Level III – inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs. Investments in fund of funds are generally included in this category.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
The table below summarizes the valuation of investments and other financial instruments included within our AUM, by segment and fair value hierarchy levels, as of December 31, 20142017 (amounts in millions):
|
| | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2014 |
| | Corporate Private Equity | | Global Market Strategies | | Real Assets | | Investment Solutions | | Total |
| Consolidated Results | | | | | | | | | |
| Level I | $ | 10,009 |
| | $ | 8,805 |
| | $ | 3,196 |
| | $ | 464 |
| | $ | 22,474 |
|
| Level II | 4,607 |
| | 1,212 |
| | 586 |
| | 1,270 |
| | 7,675 |
|
| Level III | 24,708 |
| | 21,569 |
| | 17,660 |
| | 33,340 |
| | 97,277 |
|
| Total Fair Value | 39,324 |
| | 31,586 |
| | 21,442 |
| | 35,074 |
| | 127,426 |
|
| Other Net Asset Value | 905 |
| | 3,643 |
| | 5,139 |
| | (511 | ) | | 9,176 |
|
| Total AUM, Excluding Available Capital Commitments | 40,229 |
| | 35,229 |
| | 26,581 |
| | 34,563 |
| | 136,602 |
|
| Available Capital Commitments | 24,439 |
| | 1,512 |
| | 15,714 |
| | 16,206 |
| | 57,871 |
|
| Total AUM | $ | 64,668 |
| | $ | 36,741 |
| | $ | 42,295 |
| | $ | 50,769 |
| | $ | 194,473 |
|
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment valuations pursuant to the policies, methodologies and templates prepared by our valuation group, which is a team made up of dedicated valuation professionals reporting to our chief financial officer. The valuation group is responsible for maintaining our valuation policy and related guidance, templates and systems that are designed to be consistent with the guidance found in U.S. GAAP. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which are comprised of the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review and approval by the global valuation committee, which is comprised of our co-chief executive officers, co-presidents and co-chief operating officers, chief risk officer, chief financial officer, chief accounting officer, deputy chief investment officer, the business segment heads, and observed by the chief compliance officer, the director of internal audit, and our audit committee. Additionally, each quarter a sample of valuations is reviewed by external valuation firms.
In the absence of observable market prices, we value our investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described in Note 4 of our consolidated financial statements included in this Annual Report on Form 10-K. |
| | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2017 |
| | Corporate Private Equity | | Real Assets | | Global Credit | | Investment Solutions | | Total |
| Consolidated Results | | | | | | | | | |
| Level I | $ | 2,729 |
| | $ | 2,380 |
| | $ | 276 |
| | $ | 947 |
| | $ | 6,332 |
|
| Level II | 125 |
| | 1,201 |
| | 340 |
| | — |
| | 1,666 |
|
| Level III | 39,783 |
| | 22,795 |
| | 25,749 |
| | 29,210 |
| | 117,537 |
|
| Fair Value of Investments | 42,637 |
| | 26,376 |
| | 26,365 |
| | 30,157 |
| | 125,535 |
|
| Available Capital | 29,921 |
| | 16,512 |
| | 6,959 |
| | 16,134 |
| | 69,526 |
|
| Total AUM | $ | 72,558 |
| | $ | 42,888 |
| | $ | 33,324 |
| | $ | 46,291 |
| | $ | 195,061 |
|
Investment Income, and Interest, and Other Income. Investment income, and interest, and other income represent the unrealized and realized gains and losses on our principal investments, including our investments in Carlyle funds that are not consolidated, our equity method investments and other principal investments, as well as any interest and other income. Investment income (loss) also includes the related amortization of the basis difference between the carrying value of our investment and our share of the underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by us to employees of our equity method investee.investee, as it relates to our investments in NGP. Realized investment income (loss) is recorded when we redeem all or a portion of our investment or when we receive or are due cash income, such as dividends or distributions. A realized investment loss is also recorded when an investment is deemed to be worthless. Unrealized investment income (loss) results from changes in the fair value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses) at the time an investment is realized.
Interest and Other Income of Consolidated Funds. Interest and other income of Consolidated Funds primarily represents the interest earned on CLO assets. However, theThe Consolidated Funds are not the same entities in all periods presented and may changepresented. The Consolidated Funds in future periods may change due to changes in U.S. GAAP, changes in fund terms, formation of new funds, and terminations of funds.
Revenue of a Consolidated Real Estate VIE. Revenue of a consolidated real estate VIE consists of revenue generated by Urbplan, which primarily is revenue earned for land development services using the completed contract method and investment income earned on Urbplan’s investments. Under the completed contract method of revenue recognition, revenue is not recognized until the period in which the land development services contract is completed, which can cause volatility from period to period based on which contracts are completed. Urbplan was deconsolidated from the Partnership's financial results during 2017 as a result of the Partnership disposing of its interests in Urbplan in a transaction in which a third party acquired operational control and all of the economic interests in Urbplan (see Note 15 to the consolidated financial statements).
Net Investment Gains (Losses) of Consolidated Funds. Net investment gains (losses) of Consolidated Funds measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. A gain (loss) indicates that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more), than the fair value of the liabilities of the Consolidated Funds. A gain or loss is not necessarily indicative of the investment performance of the Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its management of the Consolidated Funds. The portion of the net investment gains (losses) of Consolidated Funds attributable to the limited partner investors is allocated to non-controlling interests. Therefore a gain or loss is not expected to have a material impact on the revenues or profitability of the Partnership. Moreover, although the assets of the Consolidated Funds are consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do not have recourse to such assets and such liabilities are generally non-recourse to us. Therefore, a gain or loss from the Consolidated Funds generally does not impact the assets available to our equity holders.
Expenses
Compensation and Benefits. Compensation includes salaries, bonuses, equity-based compensation, and performance payment arrangements. Bonuses are accrued over the service period to which they relate. For periods prior to our initial public offering in May 2012, compensation attributable to our senior Carlyle professionals was accounted for as distributions from
equity rather than as employee compensation. For periods subsequent to our initial public offering in May 2012, we account for compensation to senior Carlyle professionals as compensation expense in our consolidated statement of operations. Accordingly, compensation expense pursuant to U.S. GAAP was substantially lower in periods prior to our initial public offering in May 2012. For periods prior to our initial public offering in May 2012, in our calculations of Economic Net Income, Fee Related Earnings and Distributable Earnings, which are used by management in assessing the performance of our segments, we have included an adjustment for partner compensation. See “— Consolidated Results of Operations—Non-GAAP Financial Measures” for a reconciliation of Income Before Provision for Income Taxes to Total Segments Economic Net Income, of Total Segments Economic Net Income to Fee Related Earnings and of Fee Related Earnings to Distributable Earnings.
We recognize as compensation expense the portion of performance fees that are due to our employees, senior Carlyle professionals, and operating executives in a manner consistent with how we recognize the performance fee revenue. These amounts are accounted for as compensation expense in conjunction with the related performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Compensation in respect of performance fees is paid when the related performance fees are realized, and not when such performance fees are accrued. The funds do not have a uniform allocation of performance fees to our employees, senior Carlyle professionals and operating executives. Therefore, for any given period, the ratio of performance fee compensation to performance fee revenue may vary based on the funds generating the performance fee revenue for that period and their particular allocation percentages.
In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle professionals and other employees to vest ownership of a portion of their equity interests over a service period of up to six years,60 months, which under U.S. GAAP will result in compensation charges over current and future periods. Further, in order to recruit and retain existing and future senior Carlyle professionals and other employees, we have implemented additional equity-based compensation programs that have resulted in increases to our equity-based compensation expenses, which is a trend that is expected tomay continue in the future asif we increase the useour issuance of deferred restricted common units.units as employee compensation. For example, in February 2015,2017 and 2018, we granted approximately 5.07.6 million and 13.7 million, respectively, deferred restricted common units across a significant number of our employees for a total estimated grant-date fair value of approximately $119 million;employees; these awards vest generally over a period of 1812 to 4260 months. Compensation charges associated with the equity-based compensation grants issued in our initial public offering in May 2012 or grants issued in acquisitions or strategic investments are excluded from our calculation of Economic Net Income. Compensation charges associated with all equity-based compensation grants are excluded from Fee Related Earnings and Distributable Earnings.
We expect that we willmay hire additional individuals and that overall compensation levels willmay correspondingly increase, which willcould result in an increase in compensation and benefits expense. As a result of recent acquisitions, we have charges associated with contingent consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation expense. Our fundraising has increased in recent periods and, as a result,A portion of our compensation expense increasedrelates to internal fundraising costs, and compensation will fluctuate based on increases or decreases in periods in which we closed on increased levels of new capital commitments.our fundraising activity. Amounts due to employees related to such fundraising will be expensed when earned even though the benefit of the new capital and related fees will be reflected in operations over the life of the related fund.
General, Administrative and Other Expenses. General, administrative, and other expenses include occupancy and equipment expenses and other expenses, which consist principally of professional fees, including those related to our global regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information services, depreciation and amortization (including intangible asset amortization and impairment) and foreign currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or unusual items.
items, such as impairment of intangible assets and expenses associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Additionally, we anticipate that general, administrative and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.
We also expect tocould incur greateradditional expenses in the future related to our recent acquisitions including amortization of acquired intangibles, earn-outs to equity holders and fair value adjustments on contingent consideration issued, as well as related to our global compliance efforts. As discussed in Note 6 to the consolidated financial statements, we evaluate our intangible assets (including goodwill) for impairment and could record additional impairment losses in future periods.
Interest and Other Expenses of Consolidated Funds. The interest and other expenses of Consolidated Funds consist primarily of interest expenseexpenses related primarily to our CLO loans, professional fees and other third-party expenses.
Interest and Other Expenses of a Consolidated Real Estate VIE.VIE and Loss on Deconsolidation. Interest and other expenses of a consolidated real estate VIE reflectand loss on deconsolidation reflects the loss recognized in 2017 as a result of the Partnership disposing of its interests in Urbplan in a transaction in which a third party acquired operational control and all of the economic interests in Urbplan, which resulted in the deconsolidation of Urbplan from the Partnership's financial results (see Note 15 to the consolidated financial statements). This line item also includes expenses incurred by Urbplan prior to deconsolidation, consisting primarily of interest expense, general and administrative expenses,
impairment charges, compensation and benefits, and costs associated with land development services. Also included in this caption is the change in our estimate of the fair value of Urbplan’s loans payable during the period.payable.
Income Taxes. The Carlyle Holdings partnerships and their subsidiaries primarily operate as pass-through entities for U.S. income tax purposes and record a provision for state and local income taxes for certain entities based on applicable laws and a provision for foreign income taxes for certain foreign entities. In addition, Carlyle Holdings I GP Inc. is subject to additional entity-level taxes that are reflected in our consolidated financial statements.
Prior to our initial public offering in May 2012, we operated as a group of pass-through entities for U.S. income taxes on only a portion of our income or loss. Depending on the sources of our taxable income or loss, our income tax purposes and our profits and losses were allocatedprovision or benefit can vary significantly from period to the individual senior Carlyle professionals, who were individually responsible for reporting such amounts. We recorded a provision for state and local income taxes for certain entities based on applicable laws and a provision for foreign income taxes for certain foreign entities.period.
Income taxes for foreign entities are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. For instance, in December 2017, new corporate federal income tax rates were enacted, which impacted the Partnership's deferred tax assets and liabilities. See Note 11 of the consolidated financial statements for more information on the newly enacted corporate federal income tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized.
In the normal course of business, we are subject to examination by federal and certain state, local and foreign tax regulators. As of December 31, 2014,2017, our U.S. federal income tax returns for the years 20112014 through 20132016 are open under the normal three-year statute of limitations and therefore subject to examination. State and local tax returns are generally subject to audit from 20102012 to 2013.2016. Foreign tax returns are generally subject to audit from 20072009 to 2013.2016. Certain of our foreign subsidiariesaffiliates are currently under audit by federal, state and foreign tax authorities. Currently, the Internal Revenue Service is examining the tax returns of certain subsidiaries for the 2013, 2014 and 2015 years. We do not believe the outcome of any future audit will have a material impact on our consolidated financial statements.
Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations and by subscriptions and redemptions in hedge funds which occur during the reporting period. Non-controlling interests related to hedge funds are subject to quarterly or monthly redemption by investors in these funds following the expiration of a specified period of time or may be withdrawn subject to a redemption fee in the hedge funds during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemption rights, amounts relating to third-party interests in such consolidated funds are presented as redeemable non-controlling interests in consolidated entities within the consolidated balance sheets. When redeemable amounts become legally payable to investors, they are classified as a liability and included in other liabilities of Consolidated Funds in the consolidated balance sheets.allocations.
We record significant non-controlling interests in Carlyle Holdings relating to the ownership interests of the limited partners of the Carlyle Holdings partnerships. The Partnership, through wholly owned subsidiaries, is the sole general partner of Carlyle Holdings. Accordingly, the Partnership consolidates the financial position and results of operations of Carlyle Holdings into its financial statements, and the other ownership interests in Carlyle Holdings are reflected as a non-controlling interest in the Partnership’s financial statements.
Non-GAAP Financial Measures
Economic Net Income. Economic net income, or “ENI,“EI,” is a key performance benchmark used in our industry. ENI represents segment netEI was formerly defined as “Economic Net Income.” There has been no change to the computation of this measure. EI differs from income which(loss) before provision for income taxes computed in accordance with U.S. GAAP in that it includes certain tax expense expenses
associated with performance fee compensationfees, and excludes the impact of all otherdoes not include net income taxes, acquisition-related(loss) attributable to non-Carlyle interests in consolidated entities or charges (credits) related to Carlyle corporate actions and non-recurring items. Charges (credits) related to Carlyle corporate actions and non-recurring items including amortization of acquired intangibles and contingent consideration taking the form of earn-outs,include: charges associated with equity-based compensation grantsthat was issued in May 2012 upon completion of the initial public offering in May 2012 or grantsis issued in acquisitions or strategic investments, corporate actionschanges in the tax receivable agreement liability, amortization and infrequently occurringany impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions, charges associated with earnouts and contingent consideration including gains and losses associated with the estimated fair value of contingent consideration issued in conjunction with acquisitions or unusual events. strategic investments, gains and losses from the retirement of debt, charges associated with contract terminations and employee severance. We believe the inclusion or exclusion of these items provides investors with a meaningful indication of our core operating performance. For segment reporting purposes, revenues and expenses, and, accordingly, segment net income, are presented on a basis that deconsolidates the Consolidated Funds. ENI also reflects compensation expense for our senior Carlyle professionals, which for periods prior to our initial public offering in May 2012, was accounted for as distributions from equity under U.S. GAAP rather than as employee compensation. Total Segment ENIEI equals the aggregate of ENIEI for all segments. ENI is evaluated regularly by management in making resource deployment decisions and in assessing performance of our four segments and for compensation. We believe that reporting ENI is helpful to understanding our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed further under “Consolidated Results of Operations” prepared in accordance with U.S. GAAP. In
the fourth quarter of 2014, we reclassified certain tax expenses associated with carried interest attributable to certain partners and employees asFee Related Earnings. Fee Related Earnings, or “FRE,” is a component of EI and is used to assess the ability of the business to cover direct base compensation and operating expenses from total fee revenues. FRE differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of EI and also adjusts EI to exclude net performance fee relatedfees, investment income from investments in Carlyle funds, equity-based compensation, expense. Allnet interest (interest income less interest expense), and certain general, administrative and other expenses when the timing of any future payment is uncertain. As of December 31, 2017, the Partnership updated the definition of FRE to exclude net interest (interest income less interest expense) in our segment results. FRE for all prior periods havepresented has been reclassifiedrecast to conform withreflect the new presentation.
updated definition.
Distributable Earnings. Distributable Earnings is derived from our segment reported resultsFRE plus realized net performance fees, realized investment income, and is an additional measure to assess performance and amounts potentially available for distribution from Carlyle Holdings to its equity holders.net interest. Distributable Earnings which is a non-GAAP measure, is intended to show the amount of net realized earnings without the effects of consolidation of the Consolidated Funds. Distributable Earnings is total ENI less netderived from our segment reported results and is an additional measure to assess performance fees and investment income plus realized net performance fees, realized investment income, and equity-based compensation expense. As a result of us reclassifying certain tax expenses associated with carried interest attributabledetermine amounts potentially available for distribution from Carlyle Holdings to certain partners and employees as a component of realized performance fee related compensation expense beginning in the fourth quarter of 2014, the amounts forits unitholders. Distributable Earnings are different than previously reported. All prior periods have been reclassified to conform withis evaluated regularly by management in making resource deployment and compensation decisions and in assessing performance of our four segments. We also use Distributable Earnings in our budgeting, forecasting, and the new presentation.
Fee Related Earnings. Fee Relatedoverall management of our segments. We believe that reporting Distributable Earnings is a component of Distributable Earningshelpful to understanding our business and is usedthat investors should review the same supplemental financial measure that management uses to measure our operating profitability exclusive of performance fees, investment income from investments in our funds, performance fee-related compensation, and equity-based compensation expense. Accordingly, Fee Related Earnings reflect the ability of the business to cover direct base compensation and operating expenses from fee revenues other than performance fees. Fee Related Earnings are reported as part ofanalyze our segment results. We use Fee Related Earnings from operations to measure our profitability from fund management fees. Fee Related Earnings reflects compensation expense for our senior Carlyle professionals, which for periods prior to our initial public offering in May 2012, was accounted for as distributions from equity rather than as employee compensation.performance.
Operating Metrics
We monitor certain operating metrics that are common to the alternative asset management industry.
Fee-earning Assets under Management
Fee-earning assets under management or Fee-earning AUM refers to the assets we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally equalsbased on one of the sum of:
following, once fees have been activated:
| |
| (a) | the amount of limited partner capital commitments, generally for substantially all carry funds and certain co-investment vehicles where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period and for Metropolitan fund ofcarry funds vehicles during the weighted-average investment period of the underlying funds the amount of limited partner capital commitments, for AlpInvest fund of funds vehicles, the amount of external investor capital commitments during the commitment fee period, and for the NGP management fee funds and certain carry funds advised by NGP, the amount of investor capital commitments before the first investment realization (see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period); |
| |
| (b) | the remaining amount of limited partner invested capital at cost, generally for substantially all carry funds and certain co-investment vehicles where the original investment period has expired, and for Metropolitan fund ofcarry funds vehicles after the expiration of the weighted-average investment period of the underlying funds, the remaining amountand one of limited partner invested capital, and for the NGP management fee funds and certain carry funds advised by NGP where the first investment has been realized, the amount of partner commitments less realized and written-off investmentsour business development companies (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component at each period); |
| |
| (c) | the amount of aggregate Fee-earningfee-earning collateral balance at par of our CLOs,collateralized loan obligations (“CLOs”), as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date for each CLO and the aggregate principal amount of the notes of our other structured products (see “Fee-earning AUM based on collateral balances, at par” in the table below for the amount of this component at each period); |
| |
| (d) | the net asset value of our mutual fund and the external investor portion of the net asset value (pre-redemptions and subscriptions) of our long/short credit funds, emerging markets, multi-product macroeconomichedge fund and fund of hedge funds vehicles (pre redemptions and other hedgesubscriptions), as well as certain carry funds (see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period); |
| |
| (e) | the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds;funds (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period); and |
| |
| (f) | the lower of cost or fair value of invested capital, generally for AlpInvest fund ofcarry funds vehicles where the commitment fee period has expired and certain carry funds where the investment period has expired, the lower of cost or fair value of invested capital (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period). |
The table below details Fee-earning AUM by its respective components at each period.
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| Consolidated Results | (Dollars in millions) | (Dollars in millions) |
| Components of Fee-earning AUM | | | | | | |
| Fee-earning AUM based on capital commitments (1) | $ | 38,956 |
| | $ | 41,839 |
| | $ | 38,491 |
| $ | 58,618 |
| | $ | 51,455 |
| | $ | 47,745 |
|
| Fee-earning AUM based on invested capital (2) | 41,197 |
| | 43,170 |
| | 34,176 |
| 24,263 |
| | 25,976 |
| | 33,823 |
|
| Fee-earning AUM based on collateral balances, at par (3) | 17,631 |
| | 16,465 |
| | 16,155 |
| 18,625 |
| | 16,999 |
| | 17,896 |
|
| Fee-earning AUM based on net asset value (4) | 14,884 |
| | 13,593 |
| | 11,724 |
| 1,776 |
| | 977 |
| | 9,634 |
|
| Fee-earning AUM based on lower of cost or fair value and other(5) | 22,912 |
| | 24,882 |
| | 22,575 |
| |
| Fee-earning AUM based on lower of cost or fair value and other (5) | | 21,313 |
| | 19,587 |
| | 21,896 |
|
Balance, End of Period | $ | 135,580 |
| | $ | 139,949 |
| | $ | 123,121 |
| $ | 124,595 |
| | $ | 114,994 |
| | $ | 130,994 |
|
| |
| (1) | Reflects limited partner capital commitments where the original investment period, weighted-average investment period, or commitment fee period has not expired. |
| |
| (2) | Reflects limited partner invested capital at cost and includes amounts committed to or reserved for investments for certain Real Assets and Investment Solutions funds. |
| |
| (3) | Represents the amount of aggregate Fee-earning collateral balances and principal balances, at par, for our CLOs/structured products. |
| |
| (4) | Reflects the net asset value (pre-redemptions and subscriptions) of our hedge funds, mutual fund and fund of hedge funds vehicles. Net redemption notifications received during Q4 2014 will reduce January 1, 2015 hedge fund AUM by approximately $2.2 billion.vehicles, as well as certain other carry funds. |
| |
| (5) | Includes funds with fees based on gross asset value. |
| |
| (6) | Energy II, Energy III, Energy IV, Renew I, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisers to each of the Legacy Energy Funds. With the exception of Energy IV and Renew II, where Carlyle has a minority representation on the funds’ management committees, management of each of the Legacy Energy Funds is vested in committees with equal representation by Carlyle and Riverstone, and the consent of representatives of both Carlyle and Riverstone is required for investment decisions. As of December 31, 2017, the Legacy Energy Funds had, in the aggregate, approximately $5.2 billion in AUM and $3.8 billion in Fee-earning AUM. We are no longer raising capital for the Legacy Energy Funds and expect these balances to continue to decrease over time as the funds wind down. |
The table below provides the period to period rollforward of Fee-earning AUM.
| | | | Twelve Months Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| Consolidated Results | (Dollars in millions) | (Dollars in millions) |
| Fee-earning AUM Rollforward | | | | | | | | | | |
| Balance, Beginning of Period | $ | 139,949 |
| | $ | 123,121 |
| | $ | 111,025 |
| $ | 114,994 |
| | $ | 130,994 |
| | $ | 135,580 |
|
| Acquisitions | 2,894 |
| | 2,235 |
| | 15,434 |
| |
| Acquisitions/(Divestments) (1) | | — |
| | (4,356 | ) | | — |
|
Inflows, including Commitments (1)(2) | 16,893 |
| | 27,600 |
| | 11,856 |
| 18,545 |
| | 11,799 |
| | 22,950 |
|
Outflows, including Distributions (2)(3) | (19,163 | ) | | (16,493 | ) | | (18,936 | ) | (14,658 | ) | | (17,138 | ) | | (18,940 | ) |
Subscriptions, net of Redemptions (3)(4) | (277 | ) | | 959 |
| | 1,786 |
| — |
| | (4,930 | ) | | (4,528 | ) |
Changes in CLO collateral balances (4)(5) | 1,887 |
| | 56 |
| | 311 |
| 843 |
| | (714 | ) | | 850 |
|
Market Appreciation/(Depreciation) (5)(6) | (1,064 | ) | | 1,110 |
| | 874 |
| (90 | ) | | (73 | ) | | (1,147 | ) |
Foreign Exchange and other (6)(7) | (5,539 | ) | | 1,361 |
| | 771 |
| 4,961 |
| | (588 | ) | | (3,771 | ) |
| Balance, End of Period | $ | 135,580 |
| | $ | 139,949 |
| | $ | 123,121 |
| $ | 124,595 |
| | $ | 114,994 |
| | $ | 130,994 |
|
| |
| (1) | Divestment activity in 2016 represents ESG assets which were transferred to the ESG founders in a transaction that closed in October 2016 and Claren Road assets which were transferred to the Claren Road founders in a transaction that closed in January 2017. |
| |
| (2) | Inflows represent limited partner capital raised and capital invested by our carry funds and the NGP management fee funds and fund of funds vehicles outside the investment period, weighted-average investment period or commitment fee period and capital invested in our business development companies.period. Inflows do not include funds raised of $22.1 billion, which are not yet earning fees. |
| |
(2)(3) | Outflows represent limited partner distributions from our carry funds and fund ofNGP management fee funds, vehicles and changes in basis for our carry funds and fund of funds vehicles where the investment period, weighted-average investment period or commitment fee period has expired.expired, and reductions for funds that are no longer calling for fees. |
| |
(3)(4) | Represents the net result of subscriptions to and redemptions from our hedge funds, mutual fund and fund of hedge funds vehicles. Net redemption notifications received during Q4 2014 will reduce January 1, 2015 hedge fund AUM by approximately $2.2 billion. |
| |
(4)(5) | Represents the change in the aggregate Fee-earning collateral balances and principal balances at par of our CLOs/structured products, as of the quarterly cut-off dates. |
| |
(5)(6) | Market Appreciation/(Depreciation) represents changes in the net asset value of our hedge funds, mutual fund and fund of hedge funds vehicles, and realized and unrealized gains (losses) on portfolio investments in our carry funds and fund of funds vehicles based on the lower of cost or fair value and net asset value. |
| |
(6)(7) | Includes onboardingactivity of fully committed existing funds from another manager and representswith fees based on gross asset value. Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
Refer to “— Segment Analysis” for a detailed discussion by segment of the activity affecting Fee-earning AUM for each of the periods presented by segment.
Assets under Management
“Assets under managementmanagement” or AUM“AUM” refers to the assets we manage or advise. Our AUM equals the sum of the following:
| |
(a) | (a) the aggregate fair value of the capital invested in our carry funds, co-investment vehicles, fund of funds vehicles and the NGP management fee funds plus the capital that we are entitled to call from investors in those funds and vehicles (including our carry funds and related co-investment vehicles, NGP management fee funds and separately managed accounts, plus the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital commitments to those funds and vehicles; |
| |
| (b) | the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our CLOs and other structured products (inclusive of all positions); |
| |
| (c) | the net asset value (pre-redemptions and subscriptions), of our long/short credit, emerging markets, multi-product macroeconomic, fund of hedge funds vehicles, mutual fund and other hedge funds; and |
| |
| (d) | the gross assets (including assets acquired with leverage) of our business development companies.companies, plus the capital that Carlyle is entitles to call from investors in those vehicles pursuant to the terms of their capital commitments to those vehicles. |
Our carry funds are closed-ended funds and investors are generally not able to redeem their interests under the fund partnership agreements.
We include in our calculation of AUM and Fee-earning AUM certain energy and renewable resources funds that we jointly advise with Riverstone Holdings L.L.C. (“Riverstone”) and certain NGP management fee funds and carry funds that are advised by NGP. Although we include all capital commitments to NGP XI in our assets under management calculation, for certain limited partners we will only include invested capital for NGP XI in our Fee-earning AUM calculation until early 2016 when we will be entitled to charge management fees based on commitments less realized and written-off investments.
For most of our carry funds, co-investment vehicles, fund of funds vehicles, and NGP management fee funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.
Our calculations of Fee-earning AUM and Fee-earning AUM may differ from the calculations of other alternative asset managers and, asmanagers. As a result, this measurethese measures may not be comparable to similar measures presented by others.other alternative asset managers. In addition, our calculation of AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management or performance fees. Our calculations of Fee-earning AUM or Fee-earning AUM are not based on any definition of Fee-earning AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
We generally use Fee-earning AUM as a metric to measure changes in the assets from which we earn recurring management fees. Total AUM tends to be a better measure of our investment and fundraising performance as it reflects assetsinvestments at fair value plus available uncalled capital.
Available Capital
"Available capital, commonly known as “dry powder,” for our carry funds, fund of funds vehicles and NGP management fee funds referCapital" refers to the amount of capital commitments available to be called for investments, which may be reduced for equity invested that is funded via a fund credit facility and expected to be called from investors at a later date, plus any additional assets/liabilities at the fund level other than active investments. Amounts previously called may be added back to available capital following certain distributions. “Expired Available Capital” occurs when a fund has passed the investment and follow-on periods and can no longer invest capital into new or existing deals. Any remaining Available Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation.
The table below provides the period to period rollforward of Available Capital and Fair Value of Capital, and the resulting rollforward of Total AUM.
|
| | | | | | | | | | | |
| | Available Capital | | Fair Value of Capital | | Total AUM |
| | (Dollars in millions) |
| Consolidated Results | | | | | |
| Balance, As of December 31, 2011 | $ | 37,525 |
| | $ | 109,444 |
| | $ | 146,969 |
|
| Acquisitions | 4,000 |
| | 13,284 |
| | 17,284 |
|
| Commitments (1) | 12,281 |
| | — |
| | 12,281 |
|
| Capital Called, net (2) | (13,084 | ) | | 12,413 |
| | (671 | ) |
| Distributions (3) | 3,038 |
| | (25,012 | ) | | (21,974 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | 1,763 |
| | 1,763 |
|
| Changes in CLO collateral balances (5) | — |
| | 481 |
| | 481 |
|
| Market Appreciation/(Depreciation) (6) | — |
| | 12,964 |
| | 12,964 |
|
| Foreign exchange and other (7) | 174 |
| | 885 |
| | 1,059 |
|
| Balance, As of December 31, 2012 | $ | 43,934 |
| | $ | 126,222 |
| | $ | 170,156 |
|
| Acquisitions | 622 |
| | 1,599 |
| | 2,221 |
|
| Commitments (1) | 18,495 |
| | — |
| | 18,495 |
|
| Capital Called, net (2) | (13,924 | ) | | 14,047 |
| | 123 |
|
| Distributions (3) | 2,552 |
| | (26,701 | ) | | (24,149 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | 992 |
| | 992 |
|
| Changes in CLO collateral balances (5) | — |
| | 399 |
| | 399 |
|
| Market Appreciation/(Depreciation) (6) | — |
| | 19,280 |
| | 19,280 |
|
| Foreign exchange and other (7) | 339 |
| | 954 |
| | 1,293 |
|
| Balance, As of December 31, 2013 | $ | 52,018 |
| | $ | 136,792 |
| | $ | 188,810 |
|
| Acquisitions | — |
| | 2,993 |
| | 2,993 |
|
| Commitments (1) | 20,306 |
| | — |
| | 20,306 |
|
| Capital Called, net (2) | (16,415 | ) | | 16,198 |
| | (217 | ) |
| Distributions (3) | 3,650 |
| | (34,230 | ) | | (30,580 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | (160 | ) | | (160 | ) |
| Changes in CLO collateral balances (5) | — |
| | 2,087 |
| | 2,087 |
|
| Market Appreciation/(Depreciation) (6) | — |
| | 16,669 |
| | 16,669 |
|
| Foreign exchange and other (7) | (1,688 | ) | | (3,747 | ) | | (5,435 | ) |
| Balance, As of December 31, 2014 | $ | 57,871 |
| | $ | 136,602 |
| | $ | 194,473 |
|
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Consolidated Results | | | | | |
| Total AUM Rollforward | | | | | |
| Balance, Beginning of Period | $ | 157,607 |
| | $ | 182,595 |
| | $ | 194,473 |
|
| Acquisitions/(Divestments) (1) | — |
| | (4,707 | ) | | — |
|
| New Commitments (2) | 42,846 |
| | 13,216 |
| | 24,064 |
|
| Outflows (3) | (27,409 | ) | | (37,692 | ) | | (39,139 | ) |
| Market Appreciation/(Depreciation) (4) | 17,104 |
| | 10,148 |
| | 9,772 |
|
| Foreign Exchange Gain/(Loss) (5) | 6,493 |
| | (1,195 | ) | | (6,121 | ) |
| Other (6) | (1,580 | ) | | (4,758 | ) | | (454 | ) |
| Balance, End of Period | $ | 195,061 |
| | $ | 157,607 |
| | $ | 182,595 |
|
| |
| (1) | Represents capital raised by our carry funds, NGP management fee funds,Divestment activity represents ESG assets which were transferred to the ESG founders in a transaction that closed in October 2016 and fund of funds vehicles, net of expired available capital.Claren Road assets which were transferred to the Claren Road founders in a transaction that closed in January 2017. |
| |
| (2) | Represents capital called byNew Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. |
| |
| (3) | Outflows includes distributions in our carry funds and related co-investment vehicles, NGP management fee funds and separately managed accounts, as well as runoff of CLO collateral balances and redemptions in our hedge funds and fund of hedge funds vehicles, net of fund fees and expenses and investments in our business development companies. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates.vehicles. |
| |
(3) | Represents distributions from our carry funds. NGP management fee funds, and fund of funds vehicles, net of amounts recycled and distributions from our business development companies. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized. |
| |
| (4) | Represents the net result of subscriptions to and redemptions from our hedge funds, mutual fund and fund of hedge funds vehicles. Net redemption notifications received during Q4 2014 will reduce January 1, 2015 hedge fund AUM by approximately $2.2 billion. |
| |
(5) | Represents the change in the aggregate collateral balance and principal cash and principal notes at par of the CLOs/structured products. |
| |
(6) | Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and changes in the net asset value of ourrelated co-investment vehicles, NGP management fee funds, separately managed accounts, hedge funds mutual fund and fund of hedge funds vehicles. Appreciation for 2017 was driven by 29% appreciation ($2.6 billion) in the public portfolio and 26% appreciation ($10.3 billion) in the private portfolio of our Corporate Private Equity, Real Assets, and Global Credit carry funds, in addition to $3.6 billion of appreciation in our Investment Solutions carry funds. |
| |
(7)(5) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
| |
| (6) | Includes expiring available capital, the impact of capital calls for fees and expenses, change in gross asset value for our business development companies and other changes in AUM. |
Please refer to “— Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for each of the periods presented.
The table below presents the change in appreciation on portfolio investments of our carry funds. Please refer to “— Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for each of the periods presented.
| |
| (1) | Corporate Private Equity, Real Assets, and Global Credit carry funds only, excluding external co-investment. |
| |
| (2) | For Carlyle returns, “Appreciation/Depreciation” represents realized and unrealized gain / loss for the period on a total return basis before fees and expenses. The percentage of return is calculated as the sum of ending remaining investment fair market value ("FMV") and net investment outflow (sales proceeds less net purchases) less beginning remaining investment FMV divided by beginning remaining investment FMV. |
| |
| (3) | Public portfolio includes initial public offerings ("IPO") that occurred in the quarter. Investments may be reported as private in quarters prior to the IPO quarter. |
| |
| (4) | The MSCI ACWI - All Cap Index represents the performance of the MSCI All Country World Index across all market capitalization sizes of the global equity market. There are significant differences between the types of securities and assets typically acquired by our carry funds and the investments covered by the MSCI All Country World Index. Specifically, our carry funds may make investments in securities and other assets that have a greater degree of risk and volatility, and less liquidity, than those securities included in the MSCI All Country World Index. Moreover, investors in the securities included in the MSCI All Country World Index may not be subject to the management fees, carried interest or expenses to which investors in our carry funds are typically subject. Comparisons between the our carry fund appreciation and the MSCI All Country World Index are included for informational purposes only. |
Consolidation of Certain Carlyle Funds
The Partnership consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities. On January 1, 2016, the Partnership adopted ASU 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides a revised consolidation model for all reporting entities to use in evaluating whether to consolidate certain types of legal entities. As a result, the Partnership deconsolidated the majority of the Partnership's consolidated funds on January 1, 2016. The entities we consolidate are referred to collectively as the Consolidated Funds in our consolidated financial statements. For further information on our consolidation policy, see Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
As of December 31, 2017, our Consolidated Funds represent approximately 2% of our AUM; 2% of our fund management fees; and less than 1% of our performance fees for the year ended December 31, 2017.
We are not required under the revised consolidation guidance to consolidate in our financial statements most of the investment funds we advise. However, we consolidate certain CLOs that we advise. As of December 31, 2017, our consolidated CLOs held approximately $4.9 billion of total assets and comprised substantially all of the assets and loans payable of the Consolidated Funds. The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the liabilities of the Consolidated Funds are non-recourse to us. For further information on consolidation of certain funds, see Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to the Partnership and partners’ capital. The majority of the net economic ownership interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated financial statements. For further information, see Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
Because only a small portion of our funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the combined performance trends of all of our funds.
Consolidated Results of Operations
The following table and discussion sets forth information regarding our consolidated results of operations for the years ended December 31, 2014, 20132017, 2016 and 2012.2015. Our consolidated financial statements have been prepared on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same entities in all periods shown due to changes in U.S. GAAP, changes in fund terms and the creation and termination of funds. On February 28, 2012, we acquired certain European CLO management contracts from Highland Capital Management L.P. and consolidated those CLOs from that date forward. We also formed four CLOs throughout 2012, six CLOs in 2013, and eight CLOs in 2014 and consolidated those CLOs beginning on their respective formation dates or closing dates. As further described below, the consolidation of these funds primarily had the impact of increasing interest and other income of Consolidated Funds, interest and other expenses of Consolidated Funds, and net investment gains (losses) of Consolidated Funds in the year that the fund is initially consolidated. The consolidation of these funds had no effect on net income attributable to the Partnership for the periods presented. In addition, as described in Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K, as of September 30, 2013, we began consolidating Urbplan, a Brazilian real estate portfolio company of certain of our real estate investment funds.
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions, except unit and per unit data) | (Dollars in millions, except unit and per unit data) |
| Revenues | | | | | | | | | | |
| Fund management fees | $ | 1,166.3 |
| | $ | 984.6 |
| | $ | 977.6 |
| $ | 1,026.9 |
| | $ | 1,076.1 |
| | $ | 1,085.2 |
|
| Performance fees | | | | | | | | | | |
| Realized | 1,328.7 |
| | 1,176.7 |
| | 907.5 |
| 1,097.3 |
| | 1,129.5 |
| | 1,441.9 |
|
| Unrealized | 345.7 |
| | 1,198.6 |
| | 133.6 |
| 996.6 |
| | (377.7 | ) | | (617.0 | ) |
| Total performance fees | 1,674.4 |
| | 2,375.3 |
| | 1,041.1 |
| 2,093.9 |
| | 751.8 |
| | 824.9 |
|
| Investment income (loss) | | | | | | | | | | |
| Realized | 23.7 |
| | 14.4 |
| | 16.3 |
| 70.4 |
| | 112.9 |
| | 32.9 |
|
| Unrealized | (30.9 | ) | | 4.4 |
| | 20.1 |
| 161.6 |
| | 47.6 |
| | (17.7 | ) |
| Total investment income (loss) | (7.2 | ) | | 18.8 |
| | 36.4 |
| |
| Total investment income | | 232.0 |
| | 160.5 |
| | 15.2 |
|
| Interest and other income | 20.6 |
| | 11.9 |
| | 14.5 |
| 36.7 |
| | 23.9 |
| | 18.6 |
|
| Interest and other income of Consolidated Funds | 956.0 |
| | 1,043.1 |
| | 903.5 |
| 177.7 |
| | 166.9 |
| | 975.5 |
|
| Revenue of a consolidated real estate VIE | 70.2 |
| | 7.5 |
| | — |
| |
| Revenue of a real estate VIE | | 109.0 |
| | 95.1 |
| | 86.8 |
|
| Total revenues | 3,880.3 |
| | 4,441.2 |
| | 2,973.1 |
| 3,676.2 |
| | 2,274.3 |
| | 3,006.2 |
|
| Expenses | | | | | | | | | | |
| Compensation and benefits | | | | | | | | | | |
| Base compensation | 789.0 |
| | 738.0 |
| | 624.5 |
| 652.7 |
| | 647.1 |
| | 632.2 |
|
| Equity-based compensation | 344.0 |
| | 322.4 |
| | 201.7 |
| 320.3 |
| | 334.6 |
| | 378.0 |
|
| Performance fee related | | | | | | | | | | |
| Realized | 590.7 |
| | 539.2 |
| | 285.5 |
| 520.7 |
| | 580.5 |
| | 650.5 |
|
| Unrealized | 282.2 |
| | 644.5 |
| | 32.2 |
| 467.6 |
| | (227.4 | ) | | (139.6 | ) |
| Total compensation and benefits | 2,005.9 |
| | 2,244.1 |
| | 1,143.9 |
| 1,961.3 |
| | 1,334.8 |
| | 1,521.1 |
|
| General, administrative, and other expenses | 526.8 |
| | 496.4 |
| | 357.5 |
| 276.8 |
| | 521.1 |
| | 712.8 |
|
| Interest | 55.7 |
| | 45.5 |
| | 24.6 |
| 65.5 |
| | 61.3 |
| | 58.0 |
|
| Interest and other expenses of Consolidated Funds | 1,042.0 |
| | 890.6 |
| | 758.1 |
| 197.6 |
| | 128.5 |
| | 1,039.3 |
|
| Interest and other expenses of a consolidated real estate VIE | 175.3 |
| | 33.8 |
| | — |
| |
| Other non-operating (income) expense | (30.3 | ) | | (16.5 | ) | | 7.1 |
| |
| Interest and other expenses of a real estate VIE and loss on deconsolidation | | 202.5 |
| | 207.6 |
| | 144.6 |
|
| Other non-operating income | | (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Total expenses | 3,775.4 |
| | 3,693.9 |
| | 2,291.2 |
| 2,632.3 |
| | 2,242.1 |
| | 3,468.4 |
|
| Other income | | | | | | | | | | |
| Net investment gains of Consolidated Funds | 887.0 |
| | 696.7 |
| | 1,758.0 |
| 88.4 |
| | 13.1 |
| | 864.4 |
|
| Income before provision for income taxes | 991.9 |
| | 1,444.0 |
| | 2,439.9 |
| 1,132.3 |
| | 45.3 |
| | 402.2 |
|
| Provision for income taxes | 76.8 |
| | 96.2 |
| | 40.4 |
| 124.9 |
| | 30.0 |
| | 2.1 |
|
| Net income | 915.1 |
| | 1,347.8 |
| | 2,399.5 |
| 1,007.4 |
| | 15.3 |
| | 400.1 |
|
| Net income attributable to non-controlling interests in consolidated entities | 485.5 |
| | 676.0 |
| | 1,756.7 |
| 72.5 |
| | 41.0 |
| | 537.9 |
|
| Net income attributable to Carlyle Holdings | 429.6 |
| | 671.8 |
| | 642.8 |
| |
| Net income attributable to non-controlling interests in Carlyle Holdings | 343.8 |
| | 567.7 |
| | 622.5 |
| |
| Net income attributable to The Carlyle Group L.P. | $ | 85.8 |
| | $ | 104.1 |
| | $ | 20.3 |
| |
Net income attributable to The Carlyle Group L.P. per common unit | | | | | | |
| Net income (loss) attributable to Carlyle Holdings | | 934.9 |
| | (25.7 | ) | | (137.8 | ) |
| Net income (loss) attributable to non-controlling interests in Carlyle Holdings | | 690.8 |
| | (32.1 | ) | | (119.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. | | 244.1 |
| | 6.4 |
| | (18.4 | ) |
| Net income attributable to Series A Preferred Unitholders | | 6.0 |
| | — |
| | — |
|
| Net income (loss) attributable to The Carlyle Group L.P. common unitholders | | $ | 238.1 |
| | $ | 6.4 |
| | $ | (18.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. per common unit | | | | | | |
| Basic | $ | 1.35 |
| | $ | 2.24 |
| | $ | 0.48 |
| $ | 2.58 |
| | $ | 0.08 |
| | $ | (0.24 | ) |
| Diluted | $ | 1.23 |
| | $ | 2.05 |
| | $ | 0.41 |
| $ | 2.38 |
| | $ | (0.08 | ) | | $ | (0.30 | ) |
| Weighted-average common units | | | | | | | | | | |
| Basic | 62,788,634 |
| | 46,135,229 |
| | 42,562,928 |
| 92,136,959 |
| | 82,714,178 |
| | 74,523,935 |
|
| Diluted | 68,461,157 |
| | 278,250,489 |
| | 259,698,987 |
| 100,082,548 |
| | 308,522,990 |
| | 298,739,382 |
|
Year Ended December 31, 20142017 Compared to the Year Ended December 31, 2013.2016 and Year Ended December 31, 2016 Compared to Year Ended December 31, 2015.
Revenues
Total revenues were $3,880.3increased $1,401.9 million, or 62%, for the year ended December 31, 2014, a decrease of 13% over total revenues in 2013. The decrease in revenues was primarily attributable2017 as compared to a decrease in performance fees of $700.92016 and decreased $731.9 million, and a decrease in interest and other income of Consolidated Funds of $87.1 millionor 24%, for the year ended December 31, 20142016 as compared to 2013. These decreases were partially offset by an increase2015. The following table provides the components of the changes in fund management fees of $181.7 million and an increase in revenue of a consolidated real estate VIE of $62.7 milliontotal revenues for the yearyears ended December 31, 2014 as compared to 2013.2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Total Revenues, prior year | $ | 2,274.3 |
| $ | 3,006.2 |
|
| Increases (decreases): | | |
| Decrease in fund management fees | (49.2 | ) | (9.1 | ) |
| Increase (decrease) in performance fees | 1,342.1 |
| (73.1 | ) |
| Increase in investment income | 71.5 |
| 145.3 |
|
Increase (decrease) in interest and other income of
Consolidated Funds | 10.8 |
| (808.6 | ) |
| Increase in revenue of a real estate VIE | 13.9 |
| 8.3 |
|
| Increase in interest and other income | 12.8 |
| 5.3 |
|
| Total increase (decrease) | 1,401.9 |
| (731.9 | ) |
| Total Revenues, current year | $ | 3,676.2 |
| $ | 2,274.3 |
|
Fund Management Fees. Fund management fees increased $181.7decreased $49.2 million, or 18%5%, to $1,166.3 million for the year ended December 31, 20142017 as compared to 2013. In addition, fund management fees from consolidated funds increased $3.02016, and decreased $9.1 million, or 1%, for the year ended December 31, 20142016 as compared to 2013. These fees eliminate upon consolidation of these funds.
The overall increase, inclusive of management fees eliminated from consolidated funds, was2015, primarily due to approximately $238.4 million of incremental management fees from the commencement of the investment period during 2013 and 2014 for certain newly raised funds and catch-up management fees from subsequent closes of funds that are in the fundraising period, approximately $33.4 million of additional management fees related to the acquisitions of Metropolitan and DGAM in November 2013 and February 2014, respectively, and approximately $32.3 million of increased management fees from greater assets under management in ESG, Claren Road, and AlpInvest. Offsetting these increases were decreases in management fees of approximately $118.2 million resulting from the change in the basis for earning management fees from commitments to invested capital for certain funds and from distributions from funds whose management fees are based on invested capital, approximately $13.0 million in decreased management fees from lower assets under management in Vermillion, and approximately $7.4 million in decreased management fees resulting from the liquidation of certain CLOs during 2013.following:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
Management fees from funds that were deconsolidated as a result of
adoption of ASU 2015-2 on January 1, 2016 (See Note 2 to the
consolidated financial statements) | $ | — |
| $ | 139.7 |
|
Higher management fees from the commencement of the
investment period for certain newly raised funds | 99.0 |
| 112.4 |
|
Lower management fees resulting from the change in basis for
earning management fees from commitments to invested capital
for certain funds and from distributions from funds whose
management fees are based on invested capital | (63.0 | ) | (117.8 | ) |
Decrease in catch-up management fees from subsequent closes of funds
that are in the fundraising period | (6.6 | ) | (63.7 | ) |
Lower management fees from lower assets under management in
our former hedge funds | (66.4 | ) | (88.9 | ) |
| (Lower) higher transaction and portfolio advisory fees | (4.2 | ) | 22.6 |
|
| All other changes | (8.0 | ) | (13.4 | ) |
| Total decrease in fund management fees | $ | (49.2 | ) | $ | (9.1 | ) |
Fund management fees include transaction and portfolio advisory fees, net of rebate offsets, of $73.3$43.6 million, $47.8 million, and $50.6$25.2 million for the years ended December 31, 20142017, 2016 and 2013,2015, respectively. The $22.7 million increasedecrease in transaction and portfolio advisory fees resulted from greater investment activity, primarily in our buyout funds, in 2014 as compared to 2013.
Performance Fees. Performance fees for the year ended December 31, 2014 were $1,674.4 million2017 as compared to $2,375.3 million2016 and the increase for the year ended December 31, 2016 as compared to 2015 resulted primarily from a significant transaction related to one of our U.S. buyout funds in 2013. In addition, performance2016.
Performance Fees. Performance fees from consolidated funds decreased $37.5increased $1,342.1 million for the year ended December 31, 2014 as2017 compared to 2013. These fees eliminate upon consolidation. The decrease in performance fees recorded in 2014 as compared to 2013 were due principally to lesser appreciation in our carry funds in 2014 as compared to 2013, as well as the lack of any significant hedge fund incentive fees during 20142016 and because two corporate private equity funds, CEP III and Carlyle Asia Partners III, L.P. ("CAP III"), exceeded their performance thresholds in 2013, resulting in a cumulative catch-up of performance fees in 2013 versus performance fee accruals in 2014 at a normalized rate. The overall portfolio appreciation in Carlyle's carry funds was 15% and 20%decreased $73.1 million for 2014 and 2013, respectively. The portfolio appreciation in the carry funds in the Corporate Private Equity segment was 23% and 30% for 2014 and 2013, respectively. For the year ended December 31, 2013, the hedge funds generated incentive2016 as compared to 2015. Performance fees of $145.7 million, whereas hedge fund incentive fees for 2014 were not significant. During 2014, the general economic climate started the year weaker, but by the second half of the year, the U.S. macroeconomic outlook improved with gross domestic product growth averaging nearly 4% at an annualized rate. This acceleration in growth helped to offset the 2.1% contraction in the first quarter of 2014 and bring GDP growth for the year to roughly 2.5%. Stock markets outside of the U.S. were generally weaker in 2014, with the EuroStoxx index up to 3%, the MSCI ex-U.S. index down by 5.7% and the MSCI Emerging index down by 3.5%.
Approximately $1,340.2 million and $1,907.4 million of performance feessegment for the years ended December 31, 20142017, 2016 and 2013, respectively, were generated by our Corporate Private Equity segment. Performance fees for2015 comprised the years ended December 31, 2014 and 2013 were $81.7 million and $208.2 million for the Global Market Strategies segment, and $66.5 million and $79.7 million for the Real Assets segment, respectively. Performance fees for the years ended December 31, 2014 and 2013 were $186.0 million and $180.0 million for the Investment Solutions segment. Further, approximately $1,184.8following:
|
| | | | | | | | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| (Dollars in Millions) |
| Corporate Private Equity | $ | 1,629.6 |
| $ | 289.6 |
| $ | 698.2 |
|
| Real Assets | 265.2 |
| 321.1 |
| 49.3 |
|
| Global Credit | 56.6 |
| 37.4 |
| (41.0 | ) |
| Investment Solutions | 142.5 |
| 103.7 |
| 118.4 |
|
| Total performance fees | $ | 2,093.9 |
| $ | 751.8 |
| $ | 824.9 |
|
|
|
|
|
| Total carry fund appreciation | 20% | 12% | 12% |
Approximately $1,273.2 million of our performance fees for the year ended December 31, 20142017 were related to CP VI, CAP IV and CP V, and CEP III, while $1,491.2approximately $214.2 million of our performance fees for the year ended December 31, 20132016 were related to CP V CEP III, and CP IV.
Investment Income (Loss). Investment income (loss)CRP VII, and approximately $422.1 million of $(7.2) million inour performance fees for the year ended December 31, 2014 decreased 138%2015 were related to CEP III, CAP III, CRP VI, and Energy III.
Expectations for global economic growth remained strong through the fourth quarter of 2017. Further, our proprietary portfolio of industrial and manufacturing related indicators remained steady at or near six-year highs during the fourth quarter of 2017. As inflation continues to fall short of central bank targets, stronger real global growth, relatively low longer-term interest rates, and the passage of tax reform pushed global equity markets to record highs in 2017 and early 2018. The MSCI World Index advanced 20% in 2017 and 5% in the fourth quarter alone, while the S&P 500 rose 19% over the calendar year and 6% in the fourth quarter of 2017. Underlying earnings growth at the companies comprising the S&P 500 has supported the upward movement of the markets. Further, in December 2017, the President signed the Tax Cuts and Jobs Act. This bill is a pro-growth, pro-business package designed to stimulate growth in the economy. Although for the majority of our current U.S. portfolio companies, we expect the benefit of a lower corporate tax rate will outweigh any limitations on interest expense deductibility, we will continue to evaluate the provisions of the Act for any further potential impact. Most of our U.S. portfolio companies have reasonable capital structures, are growing earnings and benefit from investment incomelow interest rates. We anticipate this bill generally should be a net positive for our carry fund portfolio. During 2017, our overall carry fund portfolio appreciated 20%. Our Corporate Private Equity funds appreciated by 32%, our Real Asset funds appreciated by 19%, our Global Credit funds appreciated by 11% and our dollar denominated appreciation in Investment Solutions was 10% for 2017. With market valuation levels at all-time highs, increasing volatility and the potential for upward movement in interest rates, it will be difficult for the public markets to generate the same level of $18.8appreciation in 2018 as observed in 2017 and, accordingly, it will be difficult for our portfolio to do the same as well.
For the year ended December 31, 2016 as compared to the year ended December 31, 2015, significant events in the global political landscape, including the results of the United States Presidential election, the vote on the Brexit referendum in the United Kingdom and the populist movement more broadly, introduced macroeconomic and political uncertainty for the United States and the global economy. However, since the United States Presidential election in early November 2016 until early 2017, global stocks rose more than 7%, on average, alongside an approximate 70 basis point increase in 5- and 10-year Treasury yields. In addition to increasing uncertainty, the general rebound in commodities prices during 2016 had far-reaching effects as the rebound caused inflationary pressures to re-emerge across the global economy. While this rebound in commodities prices, including those in oil and industrial metals, generally has benefited our energy and other commodities-related investments, both the actual increase in inflation and the perception and expectation of continuing increased inflation led to a relatively sizable increase in U.S. Treasury yields in the second half of 2016. The U.S. Federal Reserve raised its target for short-term interest rates by 25 basis points in December 2016, which followed a similar rate hike in December 2015. Rising rates also put upward pressure on property yields (cap rates), which depressed the market value of some categories of real estate in the latter part of 2016.
In addition, performance fees from consolidated funds increased $2.2 million for the year ended December 31, 2013. The $26.0 million decrease in investment income relates primarily2017 as compared to investment losses of $41.3 million associated with the investment in the general partner of NGP X, which was based principally on the Partnership's allocation of losses2016, and performance fees from the general partner of NGP X from carried interest reversals. The decrease in investment income from 2013 to 2014 was also due to incremental investment losses
on certain European real estate investments. These decreases were partially offset by a $22.5 million investment gain associated with the sale of a European real estate investment in 2014 and higher investment income from investments in our European buyout funds. In addition, investment losses from Consolidated Fundsconsolidated funds decreased $64.1$33.2 million for the year ended December 31, 20142016 as compared to 2013, which was primarily due to $32.0 million of net investment losses during the year ended December 31, 2013 from investments in Urbplan through the consolidated Carlyle vehicle and $41.8 million of lower net investment losses from a consolidated European real estate fund in 2014 as compared to 2013. The income from Consolidated Funds is eliminated2015. These fees eliminate upon consolidation.
Interest and OtherInvestment Income. Interest and otherInvestment income increased $8.7 million to $20.6$71.5 million for the year ended December 31, 2014,2017 as compared to $11.92016, and increased $145.3 million in 2013.for the year ended December 31, 2016 as compared to 2015, primarily due to the following:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
Increase in investment income from NGP, which includes performance fees
from the investments in NGP | $ | 103.1 |
| $ | 113.0 |
|
Investment loss related to NGP contingent consideration
(See Note 5 to the consolidated financial statements) | (37.6 | ) | (9.6 | ) |
| Increase in investment income from our buyout and growth funds | 10.8 |
| 32.5 |
|
| Decrease (increase) in losses on foreign currency hedges | 4.6 |
| (6.5 | ) |
| (Decrease) increase in investment income from our real assets funds, excluding NGP | (14.9 | ) | 10.7 |
|
Decrease (increase) in investment loss from our distressed debt funds, former
hedge funds, and energy mezzanine funds | 4.0 |
| (1.6 | ) |
| (Decrease) increase in investment income from our CLOs | (6.7 | ) | 10.4 |
|
| All other changes | 8.2 |
| (3.6 | ) |
| Total increase in investment income | $ | 71.5 |
| $ | 145.3 |
|
Interest and Other Income of Consolidated Funds. Interest and other income of Consolidated Funds was $956.0 million in the year ended December 31, 2014, a decrease of $87.1 million from $1,043.1 million in 2013. Our CLOs generate interest income primarily from investments in bonds and loans inclusive of amortization of discounts and generate other income from consent and amendment fees. Also included in this balance is interest income and dividend income recognized by the consolidated fund of funds vehicles and consolidated hedge funds. The decrease during these periods is due primarily to lower interest and dividend income of $56.5 million recognized by the consolidated fund of funds vehicles and lower interest income of $27.2 million recognized by the consolidated hedge funds in 2014 as compared to 2013. Substantially all interest and other income of the CLOs and other consolidated funds together with interest expense of our CLOs and net investment gains of Consolidated Funds is attributable to the related funds’ limited partners or CLO investors and therefore is allocated to non-controlling interests. Accordingly, such amounts have no material impact on net income attributable to the Partnership.
Interest and other income of consolidated funds increased $10.8 million for the year ended December 31, 2017 as compared to 2016, and decreased $808.6 million for the year ended December 31, 2016 as compared to 2015. The following table provides explanations of the changes in interest and other income of consolidated funds for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Increase (decrease) in interest and other income from CLOs | $ | 28.1 |
| $ | (636.2 | ) |
Decrease in interest and dividend income from consolidated
AlpInvest funds and vehicles | — |
| (69.5 | ) |
Decrease in interest and dividend income from consolidated
hedge funds | — |
| (120.3 | ) |
(Decrease) increase in other income from other consolidated
funds | (17.3 | ) | 17.4 |
|
Total increase (decrease) in interest and other income of
Consolidated Funds | $ | 10.8 |
| $ | (808.6 | ) |
Revenue of a Consolidated Real Estate VIE. Revenue of a consolidated real estate VIE was $70.2 million in the year ended December 31, 2014 as compared to $7.5 million in 2013. For the year ended December 31, 2014, revenue reflects amounts earned for land development services of approximately $56.4 million and investment income earned on Urbplan’s investments of approximately $13.8 million. During 2014, Urbplan completed several land development projects and accordingly recognized the land development revenue for those projects. For the year ended December 31, 2013, substantially all of Urbplan’s revenue was derived from investment income.
Expenses
Expenses were $3,775.4$109.0 million for the year ended December 31, 2014, an increase of $81.5 million from $3,693.92017 as compared to $95.1 million in 2013.2016 and $86.8 million in 2015. The increase is due primarily to increases in interest and other expensesrevenue of Consolidated Funds and interest and other expenses of a consolidatedthe real estate VIE whichfor the year ended December 31, 2017 as compared to 2016 and 2016 as compared to 2015 is primarily due to an increase in the number of land development projects completed in 2017, prior to deconsolidation, and 2016, respectively, as compared to 2016 and 2015, respectively. See Note 15 for more information on the deconsolidation of the real estate VIE.
Expenses
Total expenses increased $151.4 million and $141.5 million, respectively. These increases were partially offset by a decrease in total compensation and benefits of $238.2$390.2 million for the year ended December 31, 20142017 as compared to 2013.2016, and decreased $1,226.3 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the changes in total expenses for the year ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Total Expenses, prior year | $ | 2,242.1 |
| $ | 3,468.4 |
|
| Increases (Decreases): | | |
| Increase (decrease) in total compensation and benefits | 626.5 |
| (186.3 | ) |
| Decrease in general, administrative and other expenses | (244.3 | ) | (191.7 | ) |
| Increase (decrease) in interest and other expenses of Consolidated Funds | 69.1 |
| (910.8 | ) |
(Decrease) increase in interest and other expenses of a real estate VIE and
loss on deconsolidation | (5.1 | ) | 63.0 |
|
| Increase in other non-operating income | (60.2 | ) | (3.8 | ) |
| All other changes | 4.2 |
| 3.3 |
|
| Total increase (decrease) | 390.2 |
| (1,226.3 | ) |
| Total Expenses, current year | $ | 2,632.3 |
| $ | 2,242.1 |
|
Total Compensation and Benefits. Total compensation and benefits increased $626.5 million for the year ended December 31, 2017 as compared to 2016, and decreased $186.3 million for the year ended December 31, 2016 as compared to 2015, due to the following:
|
| | | | | | |
| | Year Ended December 31, |
| | 2017 | 2016 |
| | (Dollars in Millions) |
| Increase in base compensation | $ | 5.6 |
| $ | 14.9 |
|
| Decrease in equity-based compensation | (14.3 | ) | (43.4 | ) |
| Increase (decrease) in performance fee related compensation | 635.2 |
| (157.8 | ) |
| Total increase (decrease) in total compensation and benefits | $ | 626.5 |
| $ | (186.3 | ) |
| | | |
Base compensation and benefits. Base compensation and benefits increased $5.6 million, or 1%, for the year ended December 31, 2017 as compared to 2016, and increased $14.9 million, or 2%, for the year ended December 31, 2016 as compared to 2015, primarily due to the following:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Decrease in hedge fund headcount and bonuses | $ | (24.9 | ) | $ | — |
|
| Decrease in all other headcount and bonuses | (14.7 | ) | (40.7 | ) |
Increase (decrease) in compensation costs associated with
fundraising activities | 30.4 |
| (7.2 | ) |
Absence in 2017 of prior year net write-down of acquisition-related
compensatory arrangements | 14.8 |
| — |
|
Higher expense associated with acquisition-related compensatory arrangements1 | — |
| 62.8 |
|
| Total increase in base compensation and benefits | $ | 5.6 |
| $ | 14.9 |
|
1 Included in base compensation and benefits for the year ended December 31, 20142016 is approximately $25.0 million of additional compensation expense as part of the transaction associated with Claren Road in which we transferred our 63%
ownership interest in Claren Road to its founders (see Note 9 to the consolidated financial statements for more information on this transaction).
Equity-based compensation. Equity-based compensation decreased $238.2$14.3 million, or 11% from $2,244.1 million for the year ended December 31, 2013 to $2,005.9 million for the year ended December 31, 2014. The decrease in total compensation and benefits primarily reflects a decrease in performance fee related compensation expense of $310.8 million, partially offset by an increase in base compensation expense of $51.0 million and an increase in equity-based compensation expense of $21.6 million.
Compensation and Benefits. Base compensation and benefits increased $51.0 million, or 7%4%, for the year ended December 31, 20142017 as compared to 2013.2016. The increase primarily relates to $97.6 million of increased compensation associated with increased headcount, promotions, and bonuses, as well as incremental compensation from the addition of professionals associated with the acquisitions of Metropolitan and DGAM in November 2013 and February 2014, respectively. Offsetting this increase was decreased expense associated with employment-related contingent consideration arrangements from hedge fund acquisitions of approximately $50.5 million as a result of updated assumptions used to determine the expected payment of the contingent consideration.
Equity-based compensation increased $21.6 million, or 7%, from $322.4 million for the year ended December 31, 2013 to $344.0 million for the year ended December 31, 2014. The increasedecrease in equity-based compensation isfrom 2016 to 2017 was due primarily to the forfeiture of equity-based awards due to employee terminations occurring in since 2016 and the accounting policy change on January 1, 2017 to account for forfeitures as they occur instead of estimating an expense at the grant date. These decreases were partially offset by the settlement of the DGAM earnout agreement due to the commencement of the wind down of DGAM in 2016 in which a reduction of expense was incurred in 2016 and by the ongoing granting of deferred restricted common units to new and existing employees during 20132016 and 2014.2017.
Equity-based compensation decreased $43.4 million, or 11%, for the year ended December 31, 2016 as compared to 2015. The increasedecrease in equity-based compensation from 2015 to 2016 was due primarily to the settlement of the DGAM earnout agreement due to the wind down of DGAM in 2016, the reversal of an acquisition earnout, the forfeitures of equity-based awards due to employee terminations, and the absence in 2016 of a $7.5 million cumulative catch-up expense recorded in 2015 associated with a change in the estimated forfeiture rates in 2015. These decreases were partially offset by a reduction in expensethe ongoing granting of $30.8 million recognized on vesting for the difference between the estimated forfeituresdeferred restricted common units to new and actual forfeitures on Carlyle Holdings partnership units that vestedexisting employees during those periods.
Performance fee related compensation expense.Performance fee related compensation expense decreased $310.8increased $635.2 million for the year ended December 31, 20142017 as compared to 2013.2016 and decreased $157.8 million for the year ended December 31, 2016 as compared to 2015. Performance fee related compensation expense as a percentage of performance fees was 52%47%, 47%, and 50%62% in the years ended December 31, 20142017, 2016 and 2013,2015, respectively. The overall percentage of 62% for the year ended December 31, 2015 is primarily due to our private equity funds and vehicles in our Investment Solutions segment (which pay a higher ratio of performance fees as compensation) and the effect of our Legacy Energy funds in our Real Assets segment (which had carry reversals during the year without the corresponding reversal of performance fee compensation expense because the investment teams for the Legacy Energy funds are employed by Riverstone and not Carlyle). Performance fees earned from the Legacy Energy funds are allocated solely to Carlyle and are not otherwise shared or allocated with our investment professionals. For our largest segment, Corporate Private Equity, our performance fee related compensation expense as a percentage of performance fees is generally around 45%.
General, Administrative and Other Expenses. General, administrative and other expenses increased $30.4decreased $244.3 million for the year ended December 31, 20142017 as compared to 2013. This increase was driven primarily from an increase in intangible asset impairment losses of $45.42016, and decreased $191.7 million and $8.0 million of higher professional fees and information technology expenses in 2014 as compared to 2013. These increases were offset by lower fundraising costs of $24.2 million in 2014 as compared to 2013.
Interest. Interest expense for the year ended December 31, 2014 was $55.7 million, an increase of $10.2 million from 2013. The increase was2016 as compared to 2015, primarily due primarilyto:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Absence in 2016 of intangible asset impairment losses in 2015 | $ | — |
| $ | (220.3 | ) |
| Lower intangible asset amortization | (32.3 | ) | (33.8 | ) |
| (Lower) higher expenses for litigation and contingencies * | (56.2 | ) | 125.8 |
|
| Net insurance proceeds recognized for certain legal matters | (187.6 | ) | (25.0 | ) |
| (Lower) higher professional fees and office expenses | (5.8 | ) | 9.8 |
|
| Higher (lower) external fundraising costs | 6.0 |
| (16.2 | ) |
| Foreign exchange adjustments and other changes | 31.6 |
| (32.0 | ) |
| Total decrease in general, administrative and other expenses | $ | (244.3 | ) | $ | (191.7 | ) |
* For the year ended December 31, 2017 compared to the interest on $400year ended December 31, 2016, this reflects the $175 million 2016 commodities charges as compared to the $25 million reversal of the CCC litigation reserve and $200$144 million of 5.625% senior notes due 2043 issuedcommodities charges in March 2013 and March 2014, respectively. The increase in interest expense from 20132017. See Note 9 to 2014 was partially offset by $1.9 million of expense recorded in 2013 related to deferred financing costs expensed upon the early extinguishment of debt.consolidated financial statements for more information on our legal matters.
Interest and Other Expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds increased $151.4$69.1 million for the year ended December 31, 20142017 as compared to 2013. This2016 and decreased $910.8 million for the year ended December 31, 2016 as compared to 2015. The increase relatesfor the year ended December 31, 2017 as compared to 2016 is primarily due to higher interest expense on the sixconsolidated CLOs. The decrease for the year ended December 31, 2016 as compared to 2015 is primarily due to lower interest expense on the consolidated CLOs formed throughout 2013 and the eight CLOs formedabsence in 2014. 2016 of interest and other expenses of hedge funds and AlpInvest funds and vehicles that were deconsolidated on January 1, 2016.
The CLOs incur interest expense on their loans payable and incur other expenses consisting of trustee fees, rating agency fees and professional fees. Substantially all interest and other income of our CLOs and other consolidated funds together with interest expense of our CLOs and net investment gains of Consolidated Funds is attributable to the related funds’ limited partners or CLO investors and therefore is allocated to non-controlling interests. Accordingly, such amounts have no material impact on net income attributable to the Partnership.
Interest and Other Expenses of a Consolidated Real Estate VIE.VIE and Loss on Deconsolidation. Interest and other expenses of a consolidated real estate VIE were $175.3 million and $33.8 million for the years ended December 31, 2014 and 2013, respectively, representing an increase of $141.5 million. The increase in expense from 2013 to 2014 is partly due to $41.9 million of costs associated with land development services recognized in 2014 upon the completion of the related land development projects. Additionally, the estimated fair value of Urbplan loans increased during 2014, resulting in an incremental expense of $34.1 million as compared to 2013. Also, the Urbplan operating expenses in 2013 only represent the period from September 30, 2013 (the date that the Partnership began consolidating Urbplan) through December 31, 2013, as compared to a full year of operating expenses for 2014.
Other Non-operating Income. Other non-operating income of $30.3loss on deconsolidation decreased $5.1 million for the year ended December 31, 2014 compares2017 as compared to other non-operating income of $16.52016 and increased $63.0 million for the year ended December 31, 2013. Included2016 as compared to 2015, primarily due to:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
Higher (lower) expenses associated with land development
services | $ | 33.1 |
| $ | (17.2 | ) |
Higher (lower) expenses related to fair market value adjustment
for Urbplan loans | 11.0 |
| (26.8 | ) |
| (Lower) higher interest expense | (32.9 | ) | 10.5 |
|
| Lower compensation and benefits | (5.7 | ) | (2.2 | ) |
(Lower) higher general, administrative and other expenses,
primarily due to asset impairments and litigation reserves | (75.1 | ) | 98.7 |
|
| Loss on deconsolidation * | 64.5 |
| — |
|
Total (decrease) increase in interest and other expenses of a real
estate VIE and loss on deconsolidation | $ | (5.1 | ) | $ | 63.0 |
|
* During the year ended December 31, 2017, the Partnership recognized a loss of approximately $65 million as a result of the Partnership disposing of its interests in Urbplan in a transaction in which a third party acquired operational control and all of the economic interests in Urbplan. With this transaction, Urbplan has been deconsolidated from the Partnership's financial results (see Note 15 to the consolidated financial statements).
Other Non-operating Income. For the year ended December 31, 2017, this caption isincludes the impact of the newly enacted tax reform legislation on our tax receivable agreement liability, which was reduced by $71.5 million. See Note 11 to the consolidated financial statements for more information on the newly enacted tax reform legislation. In addition, for the years ended December 31, 2017, 2016 and 2015, this caption primarily represents the change in the fair value of contingent consideration associated with the Partnership’sPartnership's acquisitions.
The increase in other non-operating income for the year ended December 31, 2017 as compared to 2016 is primarily due to the $71.5 million reduction in the tax receivable agreement liability as mentioned above, the result of the separation from ESG and Claren Road and the associated termination of their respective earnout arrangements, and the change in fair value of contingent consideration associated with the Partnership's other acquisitions.
During 2014the years ended December 31, 2016 and 2013,2015, the overall estimated fair value of the contingent consideration associated with the Partnership’s hedge fund acquisitions decreased; the overall decrease was due primarily to updateddecreased based on management's assumptions in the probability-weighted discounted cash flow models used to estimate the fair value.
Generally, the contingent consideration associated with the Partnership's acquisitions is payable at future dates over a period of years. Because the estimated fair value of these obligations relies upon estimates of cash flowscontingent consideration arrangements at December 31, 2016 and 2015, respectively, as well as the separation from ESG and Claren Road and the associated decrease in those future periods, there will be inherent volatility in the fair value of the Partnership's liability (and as a result, the periodic expense recognized) until such time as the future cash flow projections become more definitive. However, if the financial performance of the acquisitions is consistent with, or exceeds, the Partnership’s original financial forecast at acquisition, the fair value of the contingent consideration liabilities will increase over time (with a corresponding expense) as the actual performance measurement date for the payment approaches.their respective earnout arrangements.
Net Investment Gains of Consolidated Funds.
For the yearyears ended December 31, 2014,2017, 2016 and 2015 net investment gains of Consolidated Funds was $887.0$88.4 million, as compared$13.1 million, and $864.4 million, respectively. For periods prior to $696.7 million forJanuary 1, 2016, this activity is predominantly driven by our consolidated AlpInvest funds and vehicles, CLOs, and hedge funds. On January 1, 2016, the Partnership adopted new consolidation accounting guidance that allowed the Partnership to deconsolidate the AlpInvest funds and vehicles, hedge funds, and the majority of its CLOs. As a result, beginning with the year ended December 31, 2013. This balance is driven predominantly by our2016, net investment gains only comprise the activity of the remaining consolidated AlpInvest fund of funds vehicles, CLOs and hedgecertain other funds. For the consolidated CLOs, the amount reflects the net gain or loss on the fair value adjustment of both the assets and liabilities. The components of net investment gains of consolidated funds for the respective periods are comprised of the following:
are:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Realized gains | $ | 1,107.4 |
| | $ | 662.0 |
| |
| Realized (losses) gains | | $ | (54.0 | ) | | $ | (33.4 | ) | | $ | 1,114.7 |
|
| Net change in unrealized gains (losses) | (249.7 | ) | | 728.5 |
| 81.0 |
| | 85.1 |
| | (688.5 | ) |
| Total gains | 857.7 |
| | 1,390.5 |
| 27.0 |
| | 51.7 |
| | 426.2 |
|
| Gains (losses) on liabilities of CLOs | 27.2 |
| | (695.1 | ) | 61.4 |
| | (40.5 | ) | | 436.5 |
|
| Gains on other assets of CLOs | 2.1 |
| | 1.3 |
| — |
| | 1.9 |
| | 1.7 |
|
| Total | $ | 887.0 |
| | $ | 696.7 |
| |
| Total investment gains of Consolidated Funds | | $ | 88.4 |
| | $ | 13.1 |
| | $ | 864.4 |
|
The realized andFor periods prior to January 1, 2016, the unrealized investment gains/losses include the appreciation/depreciation of the equity investments within the consolidated AlpInvest fund of funds and vehicles, the appreciation/depreciation of CLO investments in loans and bonds, as well as the appreciation/depreciation of investments made by our consolidated hedge funds and other consolidated funds. The gains/losses on the liabilities of the CLOs reflect the fair value adjustment on the debt of the CLOs. For the years ended December 31, 2017 and 2016, the unrealized investment gains/losses primarily include the appreciation/depreciation of consolidated CLO investments in loans and bonds.
The net investment gains for the yearyears ended December 31, 20142017, 2016 and 20132015 were due primarily to net investment gains attributable to the consolidated AlpInvest fund of funds vehicles of $1,428.7 million and $857.9 million, respectively; net investment gains (losses) attributable to the consolidated hedge funds of $(361.5) million and $387.2 million, respectively; net investment losses attributable to the other consolidated funds of $8.3 million and $82.0 million, respectively; and the net depreciation of CLOs of $171.9 million and $466.4 million, respectively.following:
|
| | | | | | | | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| (Dollars in Millions) |
Gains attributable to the consolidated AlpInvest funds and
vehicles | $ | — |
| $ | — |
| $ | 978.8 |
|
| Losses attributable to the consolidated hedge funds | — |
| — |
| (138.4 | ) |
| Gains (losses) attributable to other consolidated funds | 19.9 |
| (0.1 | ) | (10.1 | ) |
| Net appreciation of CLOs | 68.5 |
| 13.2 |
| 34.1 |
|
| Total net investment gains | $ | 88.4 |
| $ | 13.1 |
| $ | 864.4 |
|
Net Income Attributable to Non-controlling Interests in Consolidated Entities
Net income attributable to non-controlling interests in consolidated entities was $485.5$72.5 million, $41.0 million, and $537.9 million for the yearyears ended December 31, 2014 compared to $676.0 million for the year ended December 31, 2013.2017, 2016 and 2015, respectively. These amounts are primarily attributable to the net earnings or losses of the Consolidated Funds for each period, which are substantially all allocated to the related funds’ limited partners or CLO investors. This balance also includes the allocation of Urbplan's net losses that are attributable to non-controlling interests.interests and net income attributable to non-controlling interests in carried interest, giveback obligations, and cash held for carried interest distributions.
For the year ended December 31, 2014, the
The net income of our Consolidated Funds, was approximately $567.9 million. This income was substantially due to the consolidated AlpInvest fund of funds vehicles. The net income from the consolidated AlpInvest fund of funds vehicles was approximately $1,293.0 millionafter eliminations, for the yearyears ended December 31, 2014. The net income was partially offset by net losses from the consolidated hedge funds2017, 2016 and CLOs of $466.0 million and $251.7 million, respectively, for the year ended December 31, 2014. The CLOs’ investments depreciated in value more than the depreciation in the fair value2015 is comprised of the CLOs' liabilities, thereby creating a net loss for this period.following:
For the year ended December 31, 2013, the net income of our Consolidated Funds was approximately $575.0 million. This income was substantially due to the consolidated AlpInvest fund of funds vehicles, hedge funds, and CLOs. The net income from the consolidated AlpInvest fund of funds vehicles and the consolidated hedge funds was approximately $778.2 million and $266.3 million, respectively, for the year ended December 31, 2013. The net income was partially offset by net losses from the consolidated CLOs of $382.9 million and the other consolidated funds of $86.6 million for the year ended December 31, 2013. The CLOs' investments appreciated in value less than the CLO liabilities, thereby creating a net loss for this period. |
| | | | | | | | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| (Dollars in Millions) |
Net income from the consolidated AlpInvest funds and
vehicles | $ | — |
| $ | — |
| $ | 861.9 |
|
| Net loss from the consolidated hedge funds | — |
| — |
| (185.9 | ) |
| Net income (loss) from the consolidated CLOs | — |
| 0.1 |
| (54.3 | ) |
| Net income from other consolidated funds | 12.0 |
| 17.0 |
| 14.6 |
|
| Total net income of our Consolidated Funds, after eliminations | $ | 12.0 |
| $ | 17.1 |
| $ | 636.3 |
|
Net Income (Loss) Attributable to The Carlyle Group L.P. Common Unitholders
The net income (loss) attributable to the PartnershipThe Carlyle Group L.P. common unitholders was $85.8$238.1 million, $6.4 million, and $(18.4) million for the yearyears ended December 31, 2014.2017, 2016 and 2015, respectively. The Partnership is allocated a portion of the monthly net income (loss) attributable to Carlyle Holdings based on the Partnership’s ownership in Carlyle Holdings (which was approximately 21%30%, 26%, and 25% as of December 31, 2014)2017, 2016 and 2015, respectively). For the year ended December 31,
2014, the netNet income or loss attributable to Carlyle Holdings was $429.6 million. Additionally, the Partnership is allocatedalso includes 100% of the net income or loss attributable to the Partnership’sPartnership's wholly owned taxable subsidiaries,subsidiary, Carlyle Holdings I GP Inc., which was net income of $2.2$(30.3) million, $17.8 million, and $29.3 million for the yearyears ended December 31, 2014.
The2017, 2016 and 2015, respectively. As a result, the total net income or loss attributable to the Partnership was $104.1 million for the year ended December 31, 2013. The Partnership is allocatedwill vary as a portion of the monthly net income attributable to Carlyle Holdings based on the Partnership’s ownership in Carlyle Holdings (which was approximately 16% as of December 31, 2013). For the year ended December 31, 2013, the net income attributable to Carlyle Holdings was $671.8 million. Additionally, the Partnership is allocated 100%percentage of the net income or loss attributable to the Partnership’s wholly owned taxable subsidiaries, which was netCarlyle Holdings.
Net income of $3.0 million for the year ended December 31, 2013.
Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012.
Revenues
Total revenues were $4,441.2 million for the year ended December 31, 2013, an increase of 49% over total revenues in 2012. The increase in revenues was primarily(loss) attributable to an increase in performance feesThe Carlyle Group L.P. common unitholders per basic common unit was $2.58, $0.08, and interest and other income of Consolidated Funds, which increased $1,334.2 million and $139.6 million, respectively, for the year ended December 31, 2013 as compared to 2012.
Fund Management Fees. Fund management fees increased $7.0 million, or 1%, to $984.6 million for the year ended December 31, 2013 as compared to 2012. In addition, fund management fees from consolidated funds increased $45.5 million for the year ended December 31, 2013 as compared to 2012. These fees eliminate upon consolidation of these funds.
The overall increase, inclusive of management fees eliminated from consolidated funds, was primarily due to approximately $149.0 million of incremental management fees from the commencement of the investment period for certain newly raised funds and “catch-up” management fees from subsequent closes of funds that are in the fundraising period, approximately $61.1 million of increased management fees from greater assets under management in ESG, Claren Road, and AlpInvest, and approximately $12.7 million of incremental management fees related to the acquisition of Vermillion in October 2012. Offsetting these increases were decreases in management fees of approximately $166.1 million resulting from the change in the basis for earning management fees from commitments to invested capital for certain funds and from investment sales and monetizations in funds where the management fee basis is invested capital.
Fund management fees include transaction and portfolio advisory fees, net of rebate offsets, of $50.6 million and $49.5 million$(0.24) for the years ended December 31, 20132017, 2016 and 2012,2015, respectively.
Performance Fees. Performance fees for the year ended December 31, 2013 were $2,375.3 million compared Net income (loss) attributable to $1,041.1 million in 2012. In addition, performance fees from consolidated funds increased $54.1 million for the year ended December 31, 2013 as compared to 2012. These fees eliminate upon consolidation. The performance fees recorded in 2013Carlyle Group L.P. common unitholders per diluted common unit was $2.38, $(0.08), and 2012 were due principally to increases in the fair value of the underlying funds, which increased approximately 20% and 14% in total remaining value during 2013 and 2012, respectively. The increase in the fair value of the investments was driven by asset performance and operating projections as well as increases in market comparables. In comparison, the MSCI All Country World Index increased 21% and 14% during the years ended December 31, 2013 and 2012, respectively. Also during 2013, the global issuance of speculative grade credit increased and spreads fell to levels last seen in 2007. This economic environment generally provided access to reasonably priced credit for our portfolio companies and for financing new transactions during the year.
Approximately $1,907.4 million and $786.1 million of performance fees$(0.30) for the years ended December 31, 20132017, 2016 and 2012, respectively, were generated by our Corporate Private Equity segment. During 2013, CEP III and CAP III exceeded their performance threshold and recorded a cumulative catch-up2015, respectively. For purposes of performance fees at such time. As a result, performance fees for CEP III and CAP III were $509.1 million and $165.0 million, respectively, in 2013. Approximately $1,491.2 million of our performance fees for the year ended December 31, 2013 were related to CP V, CEP III, and CP IV, and $532.7 million of our performance fees for the year ended December 31, 2012 were related to CP V and CP IV.
Performance feesdiluted earnings per common unit calculation, for the years ended December 31, 20132016 and 2012 were $208.2 million2015, Carlyle Holdings partnership units are assumed to have converted to common units of the Partnership and $99.6 million fortherefore, substantially all of the Global Market Strategies segment, and $79.7 million and $90.7 million for the Real Assets segment, respectively. Performance fees for the years ended December 31, 2013 and 2012 were $180.0 million and $64.7 million for the Investment Solutions segment.
Investment Income. Investmentnet income of $18.8 million in the year ended December 31, 2013 decreased 48% from investment income of $36.4 million for the year ended December 31, 2012. The $17.6 million decrease relates primarily to net investment losses of $15.0 million for the year ended December 31, 2013 from the investment in NGP Management, which was primarily(loss) attributable to equity-based compensation previously granted to employees of the equity-method investment and the amortization of the basis difference in the equity-method investment. In addition, investment income from Consolidated Funds decreased $79.3 million for the year ended December 31, 2013 as compared to 2012 to an investment loss of $65.2 million, which was due primarily to $32.0 million of net investment losses from investments in Urbplan through the consolidated Carlyle vehicle prior to the Partnership’s consolidation of Urbplan on September 30, 2013, and net investment losses of $53.4 million from a consolidated European real estate fund. This amount is eliminated upon consolidation.
Interest and Other Income. Interest and other income decreased $2.6 million to $11.9 million for the year ended December 31, 2013, as compared to $14.5 million in 2012.
Interest and Other Income of Consolidated Funds. Interest and other income of Consolidated Funds was $1,043.1 million in the year ended December 31, 2013, an increase of $139.6 million from $903.5 million in 2012. This increase relates primarily to increases in interest and dividend income in the consolidated fund of funds vehicles of $65.6 million and increases in interest and dividend income in the consolidated hedge funds of $45.9 million. Substantially all interest and other income of our Consolidated Funds and CLOs together with interest expense of our CLOs and net investment gains (losses) of Consolidated FundsHoldings is attributable to the related funds’ limited partners or CLO investors and therefore is allocated to non-controlling interests. Accordingly, such amounts have no material impact on net income attributable to the Partnership.Partnership resulting in a diluted loss per common unit.
Revenue of a Consolidated Real Estate VIE. Revenue of a consolidated real estate VIE was $7.5 million in the year ended December 31, 2013. This balance consists of revenue generated by Urbplan, which primarily is revenue earned for land development services using the completed contract method and investment income earned on Urbplan’s investments. For the year ended December 31, 2013, substantially all of Urbplan’s revenue was derived from investment income.
Expenses
Expenses were $3,693.9 million for the year ended December 31, 2013, an increase of $1,402.7 million from $2,291.2 million in 2012. The increase is due primarily to an increase in total compensation and benefits, general, administrative and other expenses, and interest and other expenses of Consolidated Funds, which increased $1,100.2 million, $138.9 million and $132.5 million, respectively.
Total compensation and benefits for the year ended December 31, 2013 increased $1,100.2 million, or 96% from $1,143.9 million for the year ended December 31, 2012 to $2,244.1 million for the year ended December 31, 2013. For periods prior to our initial public offering in May 2012, all compensation to senior Carlyle professionals was accounted for as equity distributions in our consolidated financial statements. Had such amounts attributable to senior Carlyle professionals been accounted for as compensation expense, then total expenses would have been $3,693.9 million and $2,556.6 million in the year ended December 31, 2013 and 2012, respectively, representing an increase of $1,137.3 million due primarily to an increase in compensation and benefits of $835.8 million, an increase in general, administrative and other expenses of $138.9 million, and interest and other expenses of Consolidated Funds of $132.5 million. The increase in compensation primarily reflects higher performance fee related compensation corresponding to the increase in performance fees.
Compensation and Benefits. Base compensation and benefits increased $113.5 million, or 18%, for the year ended December 31, 2013 as compared to 2012, which primarily relates to the inclusion of base compensation attributable to senior Carlyle professionals for periods subsequent to our initial public offering in May 2012. Also contributing to the increase was $14.8 million of increased compensation expense in 2013 as compared to 2012 from the value of employment-based contingent cash consideration associated with the Partnership’s acquisitions, and approximately $6.5 million of increased compensation expense associated with increased headcount related to the acquisitions of Vermillion (October 2012) and Metropolitan (November 2013). Base compensation and benefits attributable to senior Carlyle professionals was $67.0 million for the period from January 1, 2012 through our initial public offering in May 2012. Had such amounts attributable to senior Carlyle professionals been accounted for as compensation expense, then base compensation expense would have been $738.0 million and $691.5 million for the years ended December 31, 2013 and 2012, respectively.
Equity-based compensation increased $120.7 million from $201.7 million for the year ended December 31, 2012 to $322.4 million for the year ended December 31, 2013. For the year ended December 31, 2012, equity-based compensation included $142.7 million of equity-based compensation associated with grants of deferred restricted common units and phantom deferred restricted common units and the issuance of unvested Carlyle Holdings partnership units. Also included in equity-based compensation for the year ended December 31, 2012 is $59.0 million of expense associated with the exchange of carried
interests rights held by Carlyle professionals for Carlyle Holdings partnership units, which was a component of the reorganization in May 2012.
Excluding the equity-based compensation in 2012 associated with the exchange of carried interest rights, the increase in equity-based compensation from 2012 to 2013 was due primarily to the equity-based compensation expense for 2012 representing approximately eight months of equity-based compensation expense (from the grant in May 2012 through December 2012) versus twelve months of compensation expense for 2013. Additionally, the increase was due to $47.9 million of compensation expense recorded in 2013 related to the difference between the estimated forfeitures and actual forfeitures on Carlyle Holdings partnership units that vested in May 2013. Also contributing to the increase was (i) compensation expense recognized in 2013 for grants of deferred restricted common units that occurred subsequent to the initial public offering in May 2012; (ii) an increase in compensation expense associated with the unvested Carlyle Holdings partnership units from revisions to the estimated forfeiture rates in 2013 and from modifications to the vesting terms of certain awards; and (iii) $5.0 million of compensation expense associated with the unvested common units issued in conjunction with the AlpInvest acquisition in 2013.
Performance fee related compensation expense increased $866.0 million for the year ended December 31, 2013 as compared to 2012. Performance fee related compensation expense attributable to senior Carlyle professionals was $197.4 million for the period from January 1, 2012 through our initial public offering in May 2012. Had such amounts attributable to senior Carlyle professionals been accounted for as compensation expense, then performance fee related compensation expense would have been $1,183.7 million and $515.1 million for the year ended December 31, 2013 and 2012, respectively. As adjusted for amounts related to senior Carlyle professionals, performance fee related compensation expense as a percentage of performance fees was 50% and 49% in the years ended December 31, 2013 and 2012, respectively.
Total compensation and benefits would have been $2,244.1 million and $1,408.3 million for the years ended December 31, 2013 and 2012, respectively, had compensation attributable to senior Carlyle professionals been treated as compensation expense.
General, Administrative and Other Expenses. General, administrative and other expenses increased $138.9 million for the year ended December 31, 2013 as compared to 2012. This increase was driven primarily by (i) an increase of approximately $32.3 million in amortization expense, primarily from intangible assets acquired in 2012 and 2013; (ii) an increase of $41.8 million associated with fundraising activities for carry funds within the Corporate Private Equity and Global Market Strategies segments and for the business development companies; (iii) proceeds from an insurance settlement totaling $18.5 recognized in 2012; and (iv) an impairment loss of $20.8 million to reduce the carrying value of certain intangible assets to their estimated fair value.
Interest. Interest expense for the year ended December 31, 2013 was $45.5 million, an increase of $20.9 million from 2012. The increase is primarily attributable to a higher level of debt outstanding for the year ended December 31, 2013 as compared to 2012, as well as higher interest rates on outstanding borrowings in 2013 as compared to 2012 resulting from the issuances in 2013 of the 3.875% senior notes and the 5.625% senior notes.
Interest and Other Expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds increased $132.5 million for the year ended December 31, 2013 as compared to 2012. This increase relates primarily to the four new CLOs formed throughout 2012 and the six new CLOs formed in 2013. The CLOs incur interest expense on their loans payable and incur other expenses consisting of trustee fees, rating agency fees and professional fees. Substantially all interest and other income of our CLOs together with interest expense of our CLOs and net investment gains (losses) of Consolidated Funds is attributable to the related funds’ limited partners or CLO investors and therefore is allocated to non-controlling interests. Accordingly, such amounts have no material impact on net income attributable to the Partnership.
Interest and Other Expenses of a Consolidated Real Estate VIE. Interest and other expenses of a consolidated real estate VIE were $33.8 million for the year ended December 31, 2013. This balance reflects expenses incurred by Urbplan, consisting primarily of interest expense inclusive of the fair value adjustment on Urbplan loans ($25.9 million), general and administrative expenses ($5.2 million), and compensation and benefits ($2.7 million). The Partnership began consolidating Urbplan on September 30, 2013.
Other Non-operating (Income) Expenses. Other non-operating income of $16.5 million for the year ended December 31, 2013 compares to other non-operating expenses of $7.1 million for the year ended December 31, 2012. Included in this caption is the change in the fair value of contingent consideration associated with the Partnership’s acquisitions. During 2013, the overall estimated fair value of the contingent consideration associated with the Partnership’s hedge fund acquisitions decreased; the overall decrease was due primarily to updated assumptions in the probability-weighted discounted cash flow models used to estimate the fair value.
Generally, the contingent consideration associated with the Partnership's acquisitions is payable at future dates over a period of years. Because the estimated fair value of these obligations relies upon estimates of cash flows in those future periods, there will be inherent volatility in the fair value of the Partnership's liability (and as a result, the periodic expense recognized) until such time as the future cash flow projections become more definitive. However, if the financial performance of the acquisitions is consistent with, or exceeds, the Partnership's original financial forecast at acquisition, the fair value of the contingent consideration liabilities will increase over time (with a corresponding expense) as the actual performance measurement date for the payment approaches.
Net Investment Gains of Consolidated Funds.
For the year ended December 31, 2013, net investment gains of Consolidated Funds was $696.7 million, as compared to $1,758.0 million for the year ended December 31, 2012. This balance is driven predominantly by our consolidated AlpInvest fund of funds vehicles, CLOs, and hedge funds. For the consolidated CLOs, the amount reflects the net gain or loss on the fair value adjustment of both the assets and liabilities. The components of net investment gains (losses) of consolidated funds for the respective periods are comprised of the following:
|
| | | | | | | |
| | Year Ended December 31, |
| | 2013 | | 2012 |
| | (Dollars in millions) |
| Realized gains | $ | 662.0 |
| | $ | 829.5 |
|
| Net change in unrealized gains/losses | 728.5 |
| | 1,851.1 |
|
| Total gains | 1,390.5 |
| | 2,680.6 |
|
| Losses on liabilities of CLOs | (695.1 | ) | | (927.8 | ) |
| Gains on other assets of CLOs | 1.3 |
| | 5.2 |
|
| Total | $ | 696.7 |
| | $ | 1,758.0 |
|
The realized and unrealized investment gains/losses include the appreciation/depreciation of the equity investments within the consolidated AlpInvest fund of funds vehicles, the appreciation/depreciation of CLO investments in loans and bonds, as well as the appreciation/depreciation of investments made by our consolidated hedge funds and other consolidated funds. The losses on the liabilities of the CLOs reflect the fair value adjustment on the debt of the CLOs. The net investment gains for the year ended December 31, 2013 and 2012 were due primarily to net investment gains attributable to the consolidated AlpInvest fund of funds vehicles of $857.9 million and $2,228.0 million, respectively; net investment gains attributable to the consolidated hedge funds of $387.2 million and $101.1 million, respectively; net investment losses attributable to the other consolidated funds of $82.0 million and $1.1 million, respectively; and the net depreciation of CLOs of $466.4 million and $570.0 million, respectively.
Net Income Attributable to Non-controlling Interests in Consolidated Entities
Net income attributable to non-controlling interests in consolidated entities was $676.0 million for the year ended December 31, 2013 compared to $1,756.7 million for the year ended December 31, 2012. These amounts are primarily attributable to the portion of the net earnings or losses of the Consolidated Funds for each period that are allocated to the related funds’ limited partners or CLO investors.
For the year ended December 31, 2013, the net income of our Consolidated Funds was approximately $575.0 million. This income was substantially due to the consolidated AlpInvest fund of funds vehicles, hedge funds, and CLOs. The net income from the consolidated AlpInvest fund of funds vehicles and the consolidated hedge funds was approximately $778.2 million and $266.3 million, respectively, for the year ended December 31, 2013. The net income was partially offset by net losses from the consolidated CLOs of $382.9 million and the other consolidated funds of $86.6 million for the year ended December 31, 2013. The CLOs’ investments appreciated in value less than the CLO liabilities, thereby creating a net loss for this period.
During the year ended December 31, 2012, the net income of the Consolidated Funds was approximately $1,735.1 million. This income was substantially due to the income from the consolidated AlpInvest fund of funds vehicles, offset by losses from the consolidated CLOs. The net income (loss) from the consolidated AlpInvest fund of funds vehicles and the consolidated CLOs was approximately $2,126.2 million and $(378.0) million, respectively, for the year ended December 31, 2012.
Net Income Attributable to The Carlyle Group L.P.
The net income attributable to the Partnership was $104.1 million for the year ended December 31, 2013. The Partnership is allocated a portion of the monthly net income attributable to Carlyle Holdings based on the Partnership’s ownership in Carlyle Holdings (which was approximately 16% as of December 31, 2013). For the year ended December 31, 2013, the net income attributable to Carlyle Holdings was $671.8 million. Additionally, the Partnership is allocated 100% of the net income or loss attributable to the Partnership’s wholly owned taxable subsidiaries, which was net income of $3.0 million for the year ended December 31, 2013.
The net income attributable to the Partnership was $20.3 million for the year ended December 31, 2012. This amount represents the allocation of income to the Partnership for the period from the initial public offering in May 2012 through December 31, 2012. For the period from our initial public offering in May 2012 through December 31, 2012, the net income attributable to Carlyle Holdings was $104.5 million. Additionally, the Partnership is allocated 100% of the net income or loss attributable to the Partnership’s wholly owned taxable subsidiaries, which was net income of $5.6 million for the year ended December 31, 2012.
Non-GAAP Financial Measures
The following table setstables set forth information in the format used by management when making resource deployment decisions and in assessing performance of our segments. These non-GAAP financial measures are presented for the years ended December 31, 2014, 20132017, 2016 and 2012.2015. The tabletables below showsshow our total segment Economic Net Income which is the sum of Fee Related Earnings, Net Performance Fees, Investment Income (Loss), Reserve for Litigation and Contingencies, Net interest and Equity-based compensation expense (excluding equity-based compensation grants issued in May 2012 upon the completion of the initial public offering or grants issued in acquisitions or strategic investments). This analysis excludesOur Non-GAAP financial measures exclude the effecteffects of consolidated funds, acquisition-related items including amortization and any impairment charges of acquired intangible assets and contingent consideration taking the form of earn-outs, charges associated with equity-based compensation grants issued in May 2012 upon completion of the initial public offering or grants issued in acquisitions or strategic investments, changes in the tax receivable agreement liability, corporate actions and infrequently occurring or unusual events.
In the fourth quarter of 2014, we reclassified certain tax expenses associated with carried interest attributable to certain partners and employees as a component of performance fee related compensation expense. All prior periods have been reclassified to conform with the new presentation.
The following table shows our total segment Economic Income, Fee Related Earnings and Distributable Earnings for the years ended December 31, 2017, 2016 and 2015.
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Segment Revenues | | | | | |
| Fund level fee revenues | | | | | |
| Fund management fees | $ | 1,229.3 |
| | $ | 1,054.7 |
| | $ | 943.2 |
|
| Portfolio advisory fees, net | 20.1 |
| | 25.9 |
| | 22.0 |
|
| Transaction fees, net | 53.2 |
| | 24.7 |
| | 27.5 |
|
| Total fund level fee revenues | 1,302.6 |
| | 1,105.3 |
| | 992.7 |
|
| Performance fees | | | | | |
| Realized | 1,323.7 |
| | 1,128.6 |
| | 869.1 |
|
| Unrealized | 384.2 |
| | 1,164.7 |
| | 126.9 |
|
| Total performance fees | 1,707.9 |
| | 2,293.3 |
| | 996.0 |
|
| Investment income (loss) | | | | | |
| Realized | (6.1 | ) | | 10.6 |
| | 16.3 |
|
| Unrealized | (5.0 | ) | | (53.2 | ) | | 25.2 |
|
| Total investment income (loss) | (11.1 | ) | | (42.6 | ) | | 41.5 |
|
| Interest and other income | 22.6 |
| | 12.9 |
| | 13.7 |
|
| Total revenues | 3,022.0 |
| | 3,368.9 |
| | 2,043.9 |
|
| Segment Expenses | | | | | |
| Compensation and benefits | | | | | |
| Direct base compensation | 494.0 |
| | 436.0 |
| | 417.4 |
|
| Indirect base compensation | 188.5 |
| | 152.8 |
| | 144.5 |
|
| Equity-based compensation | 80.4 |
| | 15.7 |
| | 1.8 |
|
| Performance fee related | | | | | |
| Realized | 590.9 |
| | 454.1 |
| | 368.2 |
|
| Unrealized | 309.6 |
| | 647.8 |
| | 112.7 |
|
| Total compensation and benefits | 1,663.4 |
| | 1,706.4 |
| | 1,044.6 |
|
| General, administrative, and other indirect expenses | 318.1 |
| | 309.4 |
| | 227.2 |
|
| Depreciation and amortization expense | 22.4 |
| | 24.3 |
| | 21.5 |
|
| Interest expense | 55.7 |
| | 43.6 |
| | 24.5 |
|
| Total expenses | 2,059.6 |
| | 2,083.7 |
| | 1,317.8 |
|
| Economic Net Income | $ | 962.4 |
| | $ | 1,285.2 |
| | $ | 726.1 |
|
| (-) Net Performance Fees | 807.4 |
| | 1,191.4 |
| | 515.1 |
|
| (-) Investment Income (Loss) | (11.1 | ) | | (42.6 | ) | | 41.5 |
|
| (+) Equity-based Compensation | 80.4 |
| | 15.7 |
| | 1.8 |
|
| (=) Fee-Related Earnings | $ | 246.5 |
| | $ | 152.1 |
| | $ | 171.3 |
|
| (+) Realized Net Performance Fees | 732.8 |
| | 674.5 |
| | 500.9 |
|
| (+) Realized Investment Income (Loss) | (6.1 | ) | | 10.6 |
| | 16.3 |
|
| (=) Distributable Earnings | $ | 973.2 |
| | $ | 837.2 |
| | $ | 688.5 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Total Segment Revenues | $ | 3,378.8 |
| | $ | 1,958.6 |
| | $ | 2,132.4 |
|
| Total Segment Expenses | 2,109.5 |
| | 1,652.7 |
| | 1,735.8 |
|
| Economic Income | $ | 1,269.3 |
| | $ | 305.9 |
| | $ | 396.6 |
|
| (-) Net Performance Fees | 1,177.8 |
| | 393.7 |
| | 391.7 |
|
| (-) Investment Income (Loss) | 47.2 |
| | 50.3 |
| | (22.4 | ) |
| (+) Equity-based Compensation | 123.9 |
| | 119.6 |
| | 121.5 |
|
| (+) Net Interest | 48.8 |
| | 51.1 |
| | 53.3 |
|
| (+) Reserve for Litigation and Contingencies | (25.0 | ) | | — |
| | 50.0 |
|
| (=) Fee Related Earnings | $ | 192.0 |
| | $ | 32.6 |
| | $ | 252.1 |
|
| (+) Realized Net Performance Fees | 552.6 |
| | 625.3 |
| | 788.5 |
|
| (+) Realized Investment Income (Loss) | (25.8 | ) | | 44.9 |
| | (64.8 | ) |
| (+) Net Interest | (48.8 | ) | | (51.1 | ) | | (53.3 | ) |
| (=) Distributable Earnings | $ | 670.0 |
| | $ | 651.7 |
| | $ | 922.5 |
|
The following table sets forth our total segment revenues for the years ended December 31, 2017, 2016 and 2015.
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Segment Revenues | | | | | |
| Fund level fee revenues | | | | | |
| Fund management fees | $ | 1,081.0 |
| | $ | 1,085.8 |
| | $ | 1,197.9 |
|
| Portfolio advisory fees, net | 16.7 |
| | 16.6 |
| | 15.4 |
|
| Transaction fees, net | 26.9 |
| | 31.2 |
| | 9.8 |
|
| Total fund level fee revenues | 1,124.6 |
| | 1,133.6 |
| | 1,223.1 |
|
| Performance fees | | | | | |
| Realized | 1,085.3 |
| | 1,215.8 |
| | 1,434.8 |
|
| Unrealized | 1,089.6 |
| | (464.1 | ) | | (525.1 | ) |
| Total performance fees | 2,174.9 |
| | 751.7 |
| | 909.7 |
|
| Investment income (loss) | | | | | |
| Realized | (25.8 | ) | | 44.9 |
| | (64.8 | ) |
| Unrealized | 73.0 |
| | 5.4 |
| | 42.4 |
|
| Total investment income (loss) | 47.2 |
| | 50.3 |
| | (22.4 | ) |
| Interest income | 16.7 |
| | 10.2 |
| | 4.8 |
|
| Other income | 15.4 |
| | 12.8 |
| | 17.2 |
|
| Total Segment Revenues | $ | 3,378.8 |
| | $ | 1,958.6 |
| | $ | 2,132.4 |
|
The following table sets forth our total segment expenses for the years ended December 31, 2017, 2016 and 2015.
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Segment Expenses | | | | | |
| Compensation and benefits | | | | | |
| Direct base compensation | $ | 464.5 |
| | $ | 437.1 |
| | $ | 477.7 |
|
| Indirect base compensation | 193.5 |
| | 164.2 |
| | 172.1 |
|
| Equity-based compensation | 123.9 |
| | 119.6 |
| | 121.5 |
|
| Performance fee related | | | | | |
| Realized | 532.7 |
| | 590.5 |
| | 646.3 |
|
| Unrealized | 464.4 |
| | (232.5 | ) | | (128.3 | ) |
| Total compensation and benefits | 1,779.0 |
| | 1,078.9 |
| | 1,289.3 |
|
| General, administrative, and other indirect expenses | 233.9 |
| | 483.5 |
| | 362.8 |
|
| Depreciation and amortization expense | 31.1 |
| | 29.0 |
| | 25.6 |
|
| Interest expense | 65.5 |
| | 61.3 |
| | 58.1 |
|
| Total Segment Expenses | $ | 2,109.5 |
| | $ | 1,652.7 |
| | $ | 1,735.8 |
|
Income before provision for income taxes is the GAAP financial measure most comparable to economic net income, fee related earnings, and distributable earnings. The following table is a reconciliation of income before provision for income taxes to economic net income, to fee related earnings, and to distributable earnings.
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Income before provision for income taxes | $ | 1,132.3 |
| | $ | 45.3 |
| | $ | 402.2 |
|
| Adjustments: | | | | | |
| Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments | 241.2 |
| | 223.4 |
| | 259.8 |
|
| Acquisition related charges and amortization of intangibles and impairment | 35.7 |
| | 94.2 |
| | 288.8 |
|
Other non-operating (income) expense(1) | (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Tax expense associated with performance fee compensation | (9.2 | ) | | (15.1 | ) | | (14.9 | ) |
| Net income attributable to non-controlling interests in consolidated entities | (72.5 | ) | | (41.0 | ) | | (537.9 | ) |
| Severance and other adjustments | 13.2 |
| | 10.3 |
| | 6.0 |
|
| Economic Income | $ | 1,269.3 |
| | $ | 305.9 |
| | $ | 396.6 |
|
Net performance fees(2) | 1,177.8 |
| | 393.7 |
| | 391.7 |
|
Investment income (loss)(2) | 47.2 |
| | 50.3 |
| | (22.4 | ) |
| Equity-based compensation | 123.9 |
| | 119.6 |
| | 121.5 |
|
| Net Interest | 48.8 |
| | 51.1 |
| | 53.3 |
|
| Reserve for litigation and contingencies | (25.0 | ) | | — |
| | 50.0 |
|
| Fee Related Earnings | $ | 192.0 |
| | $ | 32.6 |
| | $ | 252.1 |
|
| Realized performance fees, net of related compensation | 552.6 |
| | 625.3 |
| | 788.5 |
|
Realized investment income (loss)(2) | (25.8 | ) | | 44.9 |
| | (64.8 | ) |
| Net Interest | (48.8 | ) | | (51.1 | ) | | (53.3 | ) |
| Distributable Earnings | $ | 670.0 |
| | $ | 651.7 |
| | $ | 922.5 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Income before provision for income taxes | $ | 991.9 |
| | $ | 1,444.0 |
| | $ | 2,439.9 |
|
| Adjustments: | | | | | |
Partner compensation(1) | — |
| | — |
| | (265.4 | ) |
| Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments | 269.2 |
| | 314.4 |
| | 200.1 |
|
| Acquisition related charges and amortization of intangibles | 242.5 |
| | 260.4 |
| | 128.3 |
|
| Other non-operating (income) expenses | (30.3 | ) | | (16.5 | ) | | 7.1 |
|
| Tax expense associated with performance fee compensation | (25.3 | ) | | (34.9 | ) | | (9.5 | ) |
| Net income attributable to non-controlling interests in consolidated entities | (485.5 | ) | | (676.0 | ) | | (1,756.7 | ) |
Other adjustments(2) | (0.1 | ) | | (6.2 | ) | | (17.7 | ) |
| Economic Net Income | $ | 962.4 |
| | $ | 1,285.2 |
| | $ | 726.1 |
|
Net performance fees(3) | 807.4 |
| | 1,191.4 |
| | 515.1 |
|
Investment income (loss)(3) | (11.1 | ) | | (42.6 | ) | | 41.5 |
|
| Equity-based compensation | 80.4 |
| | 15.7 |
| | 1.8 |
|
| Fee-Related Earnings | $ | 246.5 |
| | $ | 152.1 |
| | $ | 171.3 |
|
Realized performance fees, net of related compensation(3) | 732.8 |
| | 674.5 |
| | 500.9 |
|
Realized investment income (loss)(3) | (6.1 | ) | | 10.6 |
| | 16.3 |
|
| Distributable Earnings | $ | 973.2 |
| | $ | 837.2 |
| | $ | 688.5 |
|
| |
| (1) | AdjustmentsIncluded in other non-operating (income) expense for partner compensation reflect amounts due to senior Carlyle professionalsthe year ended December 31, 2017 is a $71.5 million adjustment for compensation and performance fees allocated to them, which amounts were classified as distributions from partners’ capital in our consolidated financial statements for periods prior to the reorganization and initial public offering in May 2012. |
| |
(2) | Other adjustments were comprisedrevaluation of the following:tax receivable agreement liability as result of the passage of the Tax Cuts and Jobs Act of 2017. |
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Losses associated with debt refinancing activities | $ | — |
| | $ | 1.9 |
| | $ | — |
|
| Severance and lease terminations | 10.3 |
| | 6.5 |
| | 5.9 |
|
| Provision for income taxes attributable to non-controlling interests in consolidated entities | (1.3 | ) | | (12.5 | ) | | (19.5 | ) |
| Other adjustments | (9.1 | ) | | (2.1 | ) | | (4.1 | ) |
| | $ | (0.1 | ) | | $ | (6.2 | ) | | $ | (17.7 | ) |
| |
(3)(2) | See reconciliation to most directly comparable U.S. GAAP measure below: |
| | | | Year Ended December 31, 2014 | Year Ended December 31, 2017 |
| | Carlyle Consolidated | | Adjustments(4) | | Total Reportable Segments | Carlyle Consolidated | | Adjustments(3) | | Total Reportable Segments |
| | (Dollars in millions) | (Dollars in millions) |
| Performance fees | | | | | | | | | | |
| Realized | $ | 1,328.7 |
| | $ | (5.0 | ) | | $ | 1,323.7 |
| $ | 1,097.3 |
| | $ | (12.0 | ) | | $ | 1,085.3 |
|
| Unrealized | 345.7 |
| | 38.5 |
| | 384.2 |
| 996.6 |
| | 93.0 |
| | 1,089.6 |
|
| Total performance fees | 1,674.4 |
| | 33.5 |
| | 1,707.9 |
| 2,093.9 |
| | 81.0 |
| | 2,174.9 |
|
| Performance fee related compensation expense | | | | | | | | | | |
| Realized | 590.7 |
| | 0.2 |
| | 590.9 |
| 520.7 |
| | 12.0 |
| | 532.7 |
|
| Unrealized | 282.2 |
| | 27.4 |
| | 309.6 |
| 467.6 |
| | (3.2 | ) | | 464.4 |
|
| Total performance fee related compensation expense | 872.9 |
| | 27.6 |
| | 900.5 |
| 988.3 |
| | 8.8 |
| | 997.1 |
|
| Net performance fees | | | | | | | | | | |
| Realized | 738.0 |
| | (5.2 | ) | | 732.8 |
| 576.6 |
| | (24.0 | ) | | 552.6 |
|
| Unrealized | 63.5 |
| | 11.1 |
| | 74.6 |
| 529.0 |
| | 96.2 |
| | 625.2 |
|
| Total net performance fees | $ | 801.5 |
| | $ | 5.9 |
| | $ | 807.4 |
| $ | 1,105.6 |
| | $ | 72.2 |
| | $ | 1,177.8 |
|
| Investment income (loss) | | | | | | | | | | |
| Realized | $ | 23.7 |
| | $ | (29.8 | ) | | $ | (6.1 | ) | $ | 70.4 |
| | $ | (96.2 | ) | | $ | (25.8 | ) |
| Unrealized | (30.9 | ) | | 25.9 |
| | (5.0 | ) | 161.6 |
| | (88.6 | ) | | 73.0 |
|
| Total investment income (loss) | $ | (7.2 | ) | | $ | (3.9 | ) | | $ | (11.1 | ) | $ | 232.0 |
| | $ | (184.8 | ) | | $ | 47.2 |
|
| | | | | | | | | | | |
| | Year Ended December 31, 2013 | Year Ended December 31, 2016 |
| | Carlyle Consolidated | | Adjustments(4) | | Total Reportable Segments | Carlyle Consolidated | | Adjustments(3) | | Total Reportable Segments |
| | (Dollars in millions) | (Dollars in millions) |
| Performance fees | | | | | | | | | | |
| Realized | $ | 1,176.7 |
| | $ | (48.1 | ) | | $ | 1,128.6 |
| $ | 1,129.5 |
| | $ | 86.3 |
| | $ | 1,215.8 |
|
| Unrealized | 1,198.6 |
| | (33.9 | ) | | 1,164.7 |
| (377.7 | ) | | (86.4 | ) | | (464.1 | ) |
| Total performance fees | 2,375.3 |
| | (82.0 | ) | | 2,293.3 |
| 751.8 |
| | (0.1 | ) | | 751.7 |
|
| Performance fee related compensation expense | | | | | | | | | | |
| Realized | 539.2 |
| | (85.1 | ) | | 454.1 |
| 580.5 |
| | 10.0 |
| | 590.5 |
|
| Unrealized | 644.5 |
| | 3.3 |
| | 647.8 |
| (227.4 | ) | | (5.1 | ) | | (232.5 | ) |
| Total performance fee related compensation expense | 1,183.7 |
| | (81.8 | ) | | 1,101.9 |
| 353.1 |
| | 4.9 |
| | 358.0 |
|
| Net performance fees | | | | | | | | | | |
| Realized | 637.5 |
| | 37.0 |
| | 674.5 |
| 549.0 |
| | 76.3 |
| | 625.3 |
|
| Unrealized | 554.1 |
| | (37.2 | ) | | 516.9 |
| (150.3 | ) | | (81.3 | ) | | (231.6 | ) |
| Total net performance fees | $ | 1,191.6 |
| | $ | (0.2 | ) | | $ | 1,191.4 |
| $ | 398.7 |
| | $ | (5.0 | ) | | $ | 393.7 |
|
| Investment income (loss) | | | | | | | | | | |
| Realized | $ | 14.4 |
| | $ | (3.8 | ) | | $ | 10.6 |
| $ | 112.9 |
| | $ | (68.0 | ) | | $ | 44.9 |
|
| Unrealized | 4.4 |
| | (57.6 | ) | | (53.2 | ) | 47.6 |
| | (42.2 | ) | | 5.4 |
|
| Total investment income (loss) | $ | 18.8 |
| | $ | (61.4 | ) | | $ | (42.6 | ) | $ | 160.5 |
| | $ | (110.2 | ) | | $ | 50.3 |
|
| | | | Year Ended December 31, 2012 | Year Ended December 31, 2015 |
| | Carlyle Consolidated | | Adjustments(4) | | Total Reportable Segments | Carlyle Consolidated | | Adjustments(3) | | Total Reportable Segments |
| | (Dollars in millions) | (Dollars in millions) |
| Performance fees | | | | | | | | | | |
| Realized | $ | 907.5 |
| | $ | (38.4 | ) | | $ | 869.1 |
| $ | 1,441.9 |
| | $ | (7.1 | ) | | $ | 1,434.8 |
|
| Unrealized | 133.6 |
| | (6.7 | ) | | 126.9 |
| (617.0 | ) | | 91.9 |
| | (525.1 | ) |
| Total performance fees | 1,041.1 |
| | (45.1 | ) | | 996.0 |
| 824.9 |
| | 84.8 |
| | 909.7 |
|
| Performance fee related compensation expense | | | | | | | | | | |
| Realized | 285.5 |
| | 82.7 |
| | 368.2 |
| 650.5 |
| | (4.2 | ) | | 646.3 |
|
| Unrealized | 32.2 |
| | 80.5 |
| | 112.7 |
| (139.6 | ) | | 11.3 |
| | (128.3 | ) |
| Total performance fee related compensation expense | 317.7 |
| | 163.2 |
| | 480.9 |
| 510.9 |
| | 7.1 |
| | 518.0 |
|
| Net performance fees | | | | | | | | | | |
| Realized | 622.0 |
| | (121.1 | ) | | 500.9 |
| 791.4 |
| | (2.9 | ) | | 788.5 |
|
| Unrealized | 101.4 |
| | (87.2 | ) | | 14.2 |
| (477.4 | ) | | 80.6 |
| | (396.8 | ) |
| Total net performance fees | $ | 723.4 |
| | $ | (208.3 | ) | | $ | 515.1 |
| $ | 314.0 |
| | $ | 77.7 |
| | $ | 391.7 |
|
| Investment income | | | | | | | | | | |
| Realized | $ | 16.3 |
| | $ | — |
| | $ | 16.3 |
| $ | 32.9 |
| | $ | (97.7 | ) | | $ | (64.8 | ) |
| Unrealized | 20.1 |
| | 5.1 |
| | 25.2 |
| (17.7 | ) | | 60.1 |
| | 42.4 |
|
| Total investment income | $ | 36.4 |
| | $ | 5.1 |
| | $ | 41.5 |
| $ | 15.2 |
| | $ | (37.6 | ) | | $ | (22.4 | ) |
| |
(4)(3) | Adjustments to performance fees and investment income (loss) relate to (i) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-GAAP results, (ii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP results, and (iii) the reclassification of NGP X performance fees, which are included in investment income in the U.S. GAAP financial statements.statements, and (iv) the reclassification of certain tax expenses associated with performance fees. Adjustments to investment income (loss) also include the reclassification of earnings for the investment in NGP Management and its affiliates to the appropriate operating captions for the Non-GAAP results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from the Non-GAAP results, and for 2014 and 2013, adjustments to reflect the Partnership's share of Urbplan'sUrbplan net losses, until Urbplan was deconsolidated during 2017, as investment losses for the Non-GAAP results. Adjustments to performance fee related compensation expense relate to the inclusion of (i) partner compensation in the non-GAAP results for periods prior to the reorganization and initial public offering in May 2012 and (ii) certain tax expenses associated with performance fee related compensation. Adjustments are also included in these financial statement captions to reflect Carlyle’s 55%the Partnership's economic interestinterests in Claren Road (through January 2017), ESG (through June 2016) and Vermillion and, prior to August 1, 2013, Carlyle’s 60% economic interest in AlpInvest in the Non-GAAP results.Vermillion. |
Economic Net Income and Distributable Earnings for our reportable segments are as follows:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Economic Net Income (Loss) | | | | | | |
| Economic Income (Loss) | | | | | | |
| Corporate Private Equity | $ | 861.5 |
| | $ | 1,053.6 |
| | $ | 479.0 |
| $ | 895.9 |
| | $ | 224.2 |
| | $ | 399.5 |
|
| Global Market Strategies | 115.0 |
| | 227.7 |
| | 165.2 |
| |
| Real Assets | (58.8 | ) | | (33.8 | ) | | 67.0 |
| 215.4 |
| | 216.5 |
| | 32.9 |
|
| Global Credit | | 106.7 |
| | (159.1 | ) | | (40.3 | ) |
| Investment Solutions | 44.7 |
| | 37.7 |
| | 14.9 |
| 51.3 |
| | 24.3 |
| | 4.5 |
|
| Economic Net Income (Loss) | $ | 962.4 |
| | $ | 1,285.2 |
| | $ | 726.1 |
| |
| Economic Income | | $ | 1,269.3 |
| | $ | 305.9 |
| | $ | 396.6 |
|
| Distributable Earnings | | | | | | | | | | |
| Corporate Private Equity | $ | 790.0 |
| | $ | 537.7 |
| | $ | 400.6 |
| $ | 487.9 |
| | $ | 739.4 |
| | $ | 798.0 |
|
| Global Market Strategies | 91.4 |
| | 213.5 |
| | 168.6 |
| |
| Real Assets | 47.7 |
| | 46.4 |
| | 102.8 |
| 24.8 |
| | 49.3 |
| | 72.8 |
|
| Global Credit | | 126.9 |
| | (157.4 | ) | | 38.8 |
|
| Investment Solutions | 44.1 |
| | 39.6 |
| | 16.5 |
| 30.4 |
| | 20.4 |
| | 12.9 |
|
| Distributable Earnings | $ | 973.2 |
| | $ | 837.2 |
| | $ | 688.5 |
| $ | 670.0 |
| | $ | 651.7 |
| | $ | 922.5 |
|
Segment Analysis
Discussed below is our ENIDE, FRE, and EI for our segments for the periods presented. Our segment information is reflected in the manner used by our senior management to make operating and compensation decisions, assess performance and allocate resources.
For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our Consolidated Funds. As a result, segment revenues from management fees, performance fees and investment income (loss) are different than those presented on a consolidated U.S. GAAP basis because fund management fees recognized in certain segments are received from Consolidated Funds and are eliminated in consolidation when presented on a consolidated U.S. GAAP basis. Furthermore, segment expenses are different than related amounts presented on a consolidated U.S. GAAP basis due to the exclusion of fund expenses that are paid by the Consolidated Funds. Segment revenue and expenses are also different than those presented on a consolidated U.S. GAAP basis because we present our segment revenues and expenses related to Claren Road, ESG, and, for periods prior to July 1, 2015, Vermillion based on our 55% economic interest in those entities. For periods priorBeginning in July 2015 in connection with the departure of certain Vermillion principals and the restructuring of its operations, our economic interests were increased in stages to Augustcurrently 88% (to the extent Vermillion exceeds certain performance hurdles). Otherwise, our economic interest, and share of management fees of Vermillion, is 100%. Effective January 1, 20132016 and through January 31, 2017 (the date we acquired the remaining 40% equity interest in AlpInvest)transferred our ownership interests to its principals), we present our segment revenuesrevenue and expenses related to Claren Road are based on our historical ownershipapproximate 63% economic interest in AlpInvestthat entity as a result of 60%.a reallocation of interest from a departing founder. Further, our economic interest in ESG was 55% through June 30, 2016. Also, ENIEI excludes expenses associated with equity-based compensation that was issued in our initial public offering or is issued in acquisitions and strategic investments. Finally, for periods prior to the reorganization and initial public offering in May 2012, ENI includes an expense for base and performance fee related compensation attributable to senior Carlyle professionals, which was accounted for as distributions from equity in the consolidated U.S. GAAP basis financial statements.
In the fourth quarter of 2014, we reclassified certain tax expenses associated with carried interest attributable to certain partners and employees as a component of performance fee related compensation expense. All prior periods have been reclassified to conform with the new presentation.
Corporate Private Equity
The following table presents our results of operations for our Corporate Private Equity segment:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Segment Revenues | | | | | | | | | | |
| Fund level fee revenues | | | | | | | | | | |
| Fund management fees | $ | 564.8 |
| | $ | 471.6 |
| | $ | 496.2 |
| $ | 471.0 |
| | $ | 498.9 |
| | $ | 577.4 |
|
| Portfolio advisory fees, net | 18.4 |
| | 23.2 |
| | 17.8 |
| 15.2 |
| | 14.5 |
| | 14.3 |
|
| Transaction fees, net | 51.4 |
| | 20.7 |
| | 19.0 |
| 22.4 |
| | 31.2 |
| | 7.7 |
|
| Total fund level fee revenues | 634.6 |
| | 515.5 |
| | 533.0 |
| 508.6 |
| | 544.6 |
| | 599.4 |
|
| Performance fees |
| |
| |
|
| |
| |
|
| Realized | 1,156.3 |
| | 914.5 |
| | 639.5 |
| 831.5 |
| | 1,060.5 |
| | 1,209.5 |
|
| Unrealized | 197.2 |
| | 959.1 |
| | 130.8 |
| 781.6 |
| | (777.5 | ) | | (523.1 | ) |
| Total performance fees | 1,353.5 |
| | 1,873.6 |
| | 770.3 |
| 1,613.1 |
| | 283.0 |
| | 686.4 |
|
| Investment income |
| |
| |
| |
| Investment income (loss) | |
| |
| |
|
| Realized | 17.7 |
| | 15.8 |
| | 3.3 |
| 25.4 |
| | 60.3 |
| | 23.3 |
|
| Unrealized | 13.9 |
| | 10.4 |
| | 20.5 |
| 37.0 |
| | (11.0 | ) | | (5.2 | ) |
| Total investment income | 31.6 |
| | 26.2 |
| | 23.8 |
| 62.4 |
| | 49.3 |
| | 18.1 |
|
| Interest and other income | 10.8 |
| | 6.5 |
| | 9.0 |
| |
| Interest income | | 5.5 |
| | 3.4 |
| | 1.5 |
|
| Other income | | 6.0 |
| | 6.0 |
| | 9.8 |
|
| Total revenues | 2,030.5 |
| | 2,421.8 |
| | 1,336.1 |
| 2,195.6 |
| | 886.3 |
| | 1,315.2 |
|
| Segment Expenses |
| |
| |
|
| |
| |
|
| Compensation and benefits |
| |
| |
|
| |
| |
|
| Direct base compensation | 222.4 |
| | 212.6 |
| | 226.2 |
| 235.7 |
| | 210.8 |
| | 224.2 |
|
| Indirect base compensation | 101.8 |
| | 95.0 |
| | 92.5 |
| 105.0 |
| | 78.8 |
| | 91.5 |
|
| Equity-based compensation | 42.5 |
| | 7.4 |
| | 1.2 |
| 60.5 |
| | 69.3 |
| | 65.1 |
|
| Performance fee related |
| |
| |
|
| |
| |
|
| Realized | 512.5 |
| | 401.7 |
| | 304.7 |
| 372.9 |
| | 472.1 |
| | 540.9 |
|
| Unrealized | 97.1 |
| | 446.2 |
| | 71.7 |
| 362.6 |
| | (342.6 | ) | | (221.7 | ) |
| Total compensation and benefits | 976.3 |
| | 1,162.9 |
| | 696.3 |
| 1,136.7 |
| | 488.4 |
| | 700.0 |
|
| General, administrative, and other indirect expenses | 151.1 |
| | 166.9 |
| | 134.0 |
| 119.8 |
| | 131.9 |
| | 172.4 |
|
| Depreciation and amortization expense | 11.0 |
| | 13.2 |
| | 12.5 |
| 15.3 |
| | 13.6 |
| | 12.5 |
|
| Interest expense | 30.6 |
| | 25.2 |
| | 14.3 |
| 27.9 |
| | 28.2 |
| | 30.8 |
|
| Total expenses | 1,169.0 |
| | 1,368.2 |
| | 857.1 |
| 1,299.7 |
| | 662.1 |
| | 915.7 |
|
| Economic Net Income | $ | 861.5 |
| | $ | 1,053.6 |
| | $ | 479.0 |
| |
| Economic Income | | $ | 895.9 |
| | $ | 224.2 |
| | $ | 399.5 |
|
| (-) Net Performance Fees | 743.9 |
| | 1,025.7 |
| | 393.9 |
| 877.6 |
| | 153.5 |
| | 367.2 |
|
| (-) Investment Income | 31.6 |
| | 26.2 |
| | 23.8 |
| 62.4 |
| | 49.3 |
| | 18.1 |
|
| (+) Equity-based Compensation | 42.5 |
| | 7.4 |
| | 1.2 |
| 60.5 |
| | 69.3 |
| | 65.1 |
|
| (=) Fee-Related Earnings | $ | 128.5 |
| | $ | 9.1 |
| | $ | 62.5 |
| |
| (+) Net Interest | | 22.4 |
| | 24.8 |
| | 29.3 |
|
| (+) Reserve for Litigation and Contingencies | | (12.5 | ) | | — |
| | 26.8 |
|
| (=) Fee Related Earnings | | $ | 26.3 |
| | $ | 115.5 |
| | $ | 135.4 |
|
| (+) Realized Net Performance Fees | 643.8 |
| | 512.8 |
| | 334.8 |
| 458.6 |
| | 588.4 |
| | 668.6 |
|
| (+) Realized Investment Income | 17.7 |
| | 15.8 |
| | 3.3 |
| 25.4 |
| | 60.3 |
| | 23.3 |
|
| (+) Net Interest | | (22.4 | ) | | (24.8 | ) | | (29.3 | ) |
| (=) Distributable Earnings | $ | 790.0 |
| | $ | 537.7 |
| | $ | 400.6 |
| $ | 487.9 |
| | $ | 739.4 |
| | $ | 798.0 |
|
Year Ended December 31, 20142017 Compared to the Year Ended December 31, 20132016 and Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Total fee revenues were $634.6
Distributable Earnings
Distributable earnings decreased $251.5 million for the year ended December 31, 2014, representing an increase of $119.12017 as compared to 2016, and decreased $58.6 million or 23%, fromfor the year ended December 31, 2013. This2016 as compared to the same period in 2015. The following table provides the components of the changes in distributable earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Distributable earnings, prior year | $ | 739.4 |
| $ | 798.0 |
|
| Increases (decreases): | | |
| Decrease in realized net performance fees | (129.8 | ) | (80.2 | ) |
| (Decrease) increase in realized investment income | (34.9 | ) | 37.0 |
|
| Decrease in fee related earnings | (89.2 | ) | (19.9 | ) |
| Decrease in net interest | 2.4 |
| 4.5 |
|
| Total decrease | (251.5 | ) | (58.6 | ) |
| Distributable earnings, current year | $ | 487.9 |
| $ | 739.4 |
|
Realized Net Performance Fees. Realized net performance fees decreased $129.8 million for the year ended December 31, 2017 as compared to 2016, and decreased $80.2 million for the year ended December 31, 2016 as compared to 2015. Our prior generations of carry funds have exited substantial parts of their portfolios, and our newer funds, while accruing carry, are not yet producing cash carry. Net realized performance fees declined in 2017 as realized proceeds from our funds declined to $11.2 billion from $14.8 billion in 2016. Specifically, the decrease in realized net performance fees for the year ended December 31, 2017 as compared to 2016 was due to lower performance fee realizations from our Europe buyout funds, and to a lesser extent our U.S. buyout funds, partially offset by larger realizations from our Asia buyout funds in 2017 as compared to 2016. We expect net realized performance fees to decrease in 2018 as compared to 2017 levels, primarily due to the mix of realized proceeds coming from funds not yet taking cash carry, even though we expect that those funds will still be accruing carry.
The decrease in realized net performance fees for the year ended December 31, 2016 as compared to 2015 was primarily due to lower performance fee realizations in 2016, primarily with our Asia buyout funds, as compared to 2015. Realized net performance fees were primarily generated by the following funds for the years ended December 31, 2017, 2016 and 2015, respectively:
|
| | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| CP V | CP V | CP V |
| CGFSP I | CEP III | CEP III |
| CAP III | CP IV | CP IV |
| CEP III | CEP II | CAP II |
| CETP II | CGFSP I | CAP III |
| CETP II | |
| CAP III | |
Realized Investment Income. Realized investment income decreased $34.9 million for the year ended December 31, 2017 as compared to 2016 and increased $37.0 million for the year ended December 31, 2016 as compared to 2015. The decrease in realized investment income for the year ended December 31, 2017 as compared to 2016 was primarily due to lower realized gains in our investments in U.S. and Europe buyout funds, partially offset by realized gains on U.S. growth funds in 2017 as compared to realized losses on these funds in 2016. The increase reflects a $93.2in realized investment income for the year ended December 31, 2016 as compared to 2015 was primarily from our investments in U.S. and Europe buyout funds as well as Europe growth funds.
Fee Related Earnings
Fee related earnings decreased $89.2 million increasefor the year ended December 31, 2017 as compared to 2016, and decreased $19.9 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the change in fee related earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Fee related earnings, prior year | $ | 115.5 |
| $ | 135.4 |
|
| Increases (decreases): | | |
| Decrease in fee revenues | (36.0 | ) | (54.8 | ) |
(Increase) decrease in direct and indirect base
compensation | (51.1 | ) | 26.1 |
|
(Increase) decrease in general, administrative and
other expenses | (0.4 | ) | 13.7 |
|
| All other changes | (1.7 | ) | (4.9 | ) |
| Total decrease | (89.2 | ) | (19.9 | ) |
| Fee related earnings, current year | $ | 26.3 |
| $ | 115.5 |
|
Fee Revenues. Total fee revenues decreased $36.0 million for the year ended December 31, 2017 as compared to 2016 and decreased $54.8 million for the year ended December 31, 2016 as compared to 2015, due to the following:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Lower fund management fees | $ | (27.9 | ) | $ | (78.5 | ) |
| (Lower) higher transaction fees | (8.8 | ) | 23.5 |
|
| Higher portfolio advisory fees | 0.7 |
| 0.2 |
|
| Total decrease in fee revenues | $ | (36.0 | ) | $ | (54.8 | ) |
The decrease in fund management fees for the year ended December 31, 2017 as compared to 2016 was primarily due to lower assets under management from sales of investments during 2016 for CP V, our first financial services fund (“CGFSP I”), our third Europe buyout fund (“CEP III”), and a $30.7 million increaseour second Asia buyout fund (“CAP II”). Management fees in net transaction2017 do not benefit from $18 billion of pending AUM for which we have not yet activated the funds and turned on fees. These increases were partially offset by a
The decrease in net portfolio advisory fees of $4.8 million. The increase in fund management fees for the year ended December 31, 2016 as compared to 2015 is partiallyprimarily due to CP VI and our fourth Asia buyout fund (“CAP IV”) commencinga $48.6 million decrease in catch-up management fees from $49.1 million in 2013 and2015 to $0.5 million in 2016. Catch-up management fees for the year ended December 31, 2016 were primarily driven by a subsequent closing for our second U.S. equity opportunity fund (“CEOF II”). Catch-up management fees for the year ended December 31, 2015 were primarily driven by subsequent closings for our fourth Europe buyout fund (“CEP IV”) commencing, our third Japan buyout fund (“CJP III”), and our third Europe technology fund (“CETP III”). Furthermore, fund management fees decreased in 2014. Additionally, there was $50.92016 due to the reduction in basis resulting from realizations in several large funds outside the investment period, including CP V and CAP III, totaling approximately $58.6 million. These decreases were partially offset by an increase of $28.7 million of catch-up management fees earned in 2014, primarily from subsequent closingsCEOF II due to 2016 being the first full year of CAP IV, CEP IV, and our second financial services fund (“CGFSP II”), as compared to $23.1 million of catch-up management fees earned in 2013. from that fund.
The weighted average management fee rate increased from 1.15%1.28% at December 31, 20132016 to 1.22%1.31% at December 31, 2014.2017. The increase in the weighted average management fee rate reflects new commitments tois driven by significant exit activity in funds with higher managementoutside the investment period, which typically earn lower effective fee rates, namely CAP IV and CEP IV.while Fee-earning AUM for funds inside the investment period ticked up slightly. Fee-earning AUM was $40.2$35.6 billion and $43.0$36.3 billion as of December 31, 20142017 and 2013,2016, respectively, reflecting a decrease of $2.8$0.7 billion.
The weighted average management fee rate increased from 1.26% at December 31, 2015 to 1.28% at December 31, 2016. The increase in netthe weighted average management fee rate is driven by significant exit activity in funds outside the investment period, which typically earn lower effective fee rates, while Fee-earning AUM for funds inside the investment
period remained relatively flat. Fee-earning AUM was $36.3 billion and $40.9 billion as of December 31, 2016 and 2015, respectively, reflecting a decrease of $4.6 billion.
The decrease in transaction fees isfor the year ended December 31, 2017 as compared to 2016 and the increase in transaction fees for the year ended December 31, 2016 as compared to 2015 was primarily from a significant investment in one of our U.S. buyout funds in 2016.
Direct and indirect compensation expense. Direct and indirect compensation expense increased $51.1 million, or 18%, for the year ended December 31, 2017 as compared to 2016, primarily due to higher investment activity, primarilycompensation costs related to fundraising activities for CP VII and CAP V of approximately $30.1 million, increased headcount and an increase in our buyout funds, in 20142017 cash bonuses.
Direct and indirect compensation expense decreased $26.1 million, or 8%, for the year ended December 31, 2016 as compared to 2013.2015, primarily due to lower compensation costs related to fundraising activities of approximately $11.7 million and lower cash bonuses in 2016. These increases were partially offset by a slight increase in headcount.
InterestGeneral, administrative and other income was $10.8indirect expenses. General, administrative and other indirect expenses increased $0.4 million for the year ended December 31, 2014, an increase from $6.52017 as compared to 2016 primarily due to higher negative foreign currency adjustments and real estate costs, partially offset by lower professional fees and a $1.7 million decrease in 2013.
Total compensation and benefits was $976.3 million and $1,162.9 million for the years ended December 31, 2014 and 2013, respectively. Performance fee related compensation expense was $609.6 million and $847.9 million, or 45% of performance fees, for each of the years ended December 31, 2014 and 2013, respectively.
Direct and indirect base compensation expense increased $16.6 million forexternal costs associated with fundraising activities in the year ended December 31, 2014, or 5% from 2013. The increase is primarily due to incremental compensation related to increased headcount, promotions, and bonuses, primarily for our buyout funds. This increase was partially offset by lower compensation associated with fundraising efforts in 20142017 as compared to 2013.
Equity-based compensation was $42.5 million for the year ended December 31, 2014, an increase from $7.4 million for the year ended December 31, 2013. The increase is due primarily to the ongoing granting of deferred restricted common units to new and existing employees during 2013 and 2014 and, to a lesser extent, a decrease in the estimated forfeiture rates during the second quarter of 2013.2016.
General, administrative and other indirect expenses decreased $15.8$13.7 million for the year ended December 31, 20142016 as compared to 2013. The decrease is2015 primarily due to $13.9 million of lower external costs associated with fundraising activities in 20142016 as compared to 2013.2015 and lower information technology expenses. These decreases were partially offset by higher professional fees.
Depreciation and amortization expense was $11.0Economic Income
Economic income increased $671.7 million for the year ended December 31, 2014, a decrease from $13.2 million in 2013.
Interest expense increased $5.4 million, or 21%, for the year ended December 31, 20142017 as compared to 2013. This increase was due primarily to the allocated interest on $400 million2016 and $200 million of 5.625% senior notes due 2043 issued in March 2013 and March 2014, respectively.
Economic Net Income. ENI was $861.5decreased $175.3 million for the year ended December 31, 2014, reflecting a 18% decrease2016 as compared to ENI2015. The following table provides the components of $1,053.6the change in economic income for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Economic income, prior year | $ | 224.2 |
| $ | 399.5 |
|
| Increases (decreases): | | |
| Increase (decrease) in net performance fees | 724.1 |
| (213.7 | ) |
| Increase in investment income | 13.1 |
| 31.2 |
|
| Decrease (increase) in equity-based compensation | 8.8 |
| (4.2 | ) |
| Decrease in fee related earnings | (89.2 | ) | (19.9 | ) |
| Decrease in net interest | 2.4 |
| 4.5 |
|
| Decrease in reserve for litigation and contingencies | 12.5 |
| 26.8 |
|
| Total increase (decrease) | 671.7 |
| (175.3 | ) |
| Economic income, current year | $ | 895.9 |
| $ | 224.2 |
|
Performance Fees. Performance fees (realized and unrealized) increased $1,330.1 million for the year ended December 31, 2013. The decrease in ENI for2017 as compared to the year ended December 31, 2014 was due to a decrease in net performance fees of $281.8 million2016 and an increase in equity-based compensation of $35.1 million. These decreases in ENI were partially offset by an increase in fee related earnings of $119.4 million and an increase in investment income of $5.4 million.
Fee Related Earnings. Fee related earnings were $128.5decreased $403.4 million for the year ended December 31, 2014,2016 as compared to $9.1 million for 2013, representing an increase of $119.4 million.the year ended December 31, 2015. The increase in fee related earnings is primarily attributable to an increase in fee revenues of $119.1 million and a decrease in general, administrative and other indirect expenses of $15.8 million. These increases in fee related earnings were partially offset by an increase in direct and indirect base compensation expense of $16.6 million.
Performance Fees. Performanceperformance fees decreased $520.1 million for the year ended December 31, 20142017 as compared to 2013. 2016 was primarily due to higher appreciation on certain of our U.S., Europe, and Asia buyout funds. The decrease in performance fees for 2016 as compared to 2015 is primarily due to lower fund appreciation from our buyout and growth capital funds. Performance fees are from the following types of funds:
|
| | | | | | | | | | | |
| | Performance Fees |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Buyout funds | $ | 1,570.1 |
| | $ | 298.8 |
| | $ | 636.7 |
|
| Growth Capital funds | 43.0 |
| | (15.8 | ) | | 49.7 |
|
| Total performance fees | $ | 1,613.1 |
| | $ | 283.0 |
| | $ | 686.4 |
|
The $1,613.1 million of performance fees for the year ended December 31, 2017 was driven primarily by performance fees recognized from the following funds:
•CP VI of $649.1 million,
•CAP IV of $312.7 million,
•CP V of $309.5 million,
•CEP III of $76.8 million,
•CEP IV of $69.8 million,
•CGFSP II of $55.5 million,
•CETP III of $33.6 million,
•CETP II of $31.6 million, and
•CGFSP I of $30.3 million.
The $283.0 million of performance fees for the year ended December 31, 2016 was driven primarily by performance fees recognized from the following funds:
•CP V of $124.3 million,
•CEP III of $46.8 million,
•CP VI of $37.4 million,
•CEP II of $32.5 million,
•CGFSP of $27.9 million,
•CBPF of $24.7 million,
•CAP III of $(33.8) million, and
•CEOF of $(21.0) million.
The $686.4 million of performance fees for the year ended December 31, 2015 was driven primarily by performance fees recognized from the following funds:
•CEP III of $235.9 million,
•CAP III of $184.2 million,
•CP V of $67.9 million,
•CP IV of $44.4 million, and
•CGFSP I of $40.7 million.
Performance fees of $1,353.5$1,613.1 million, $283.0 million, and $1,873.6$686.4 million are inclusive of performance fees reversed of approximately $127.1$56.2 million, $86.6 million, and $14.2$12.3 million duringfor the years ended December 31, 20142017, 2016 and 2013,2015, respectively. Performance feesAdditionally, during the year ended December 31, 2017, the Partnership paid $98.4 million to satisfy giveback obligations related to Energy II and Energy III. During the year ended December 31, 2016, the Partnership paid $47.3 million to satisfy a giveback obligation related to our second Asia buyout fund (“CAP II”). Substantially all of the giveback obligations were paid by current and former senior Carlyle professionals.
The appreciation in remaining value of assets for this segment by type of fund are as follows:
| | | | Performance Fees | | Carry Fund Portfolio Appreciation | |
| | Year Ended December 31, | | Year Ended December 31, | | |
| | 2014 | | 2013 | | 2014 | | 2013 | Year Ended December 31, |
| | (Dollars in millions) | | 2017 | 2016 | 2015 |
| Buyout funds | $ | 1,258.2 |
| | $ | 1,782.6 |
| | 23% | | 30% | 34% | 12% | 13% |
| Growth Capital funds | 95.3 |
| | 91.0 |
| | 25% | | 32% | 23% | 3% | 14% |
| Performance fees | $ | 1,353.5 |
| | $ | 1,873.6 |
| | 23% | | 30% | |
| Total | | 32% | 11% | 13% |
The $1,353.5 million in
Net performance fees as a percentage of total performance fees are as follows:
|
| | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| (Dollars in millions) |
| Net Performance Fees | $877.6 | $153.5 | $367.2 |
| | | |
| Percentage of Total Performance Fees | 54% | 54% | 53% |
Unrealized performance fees reflect the difference between total performance fees and realized performance fees. The recognition of realized performance fees results in a reversal of accumulated unrealized performance fees, generally resulting in minimal impact on total performance fees. Because unrealized performance fees are reversed upon a realization event, in periods where the Partnership generates significant realized performance fees unrealized performance fees can be negative even in periods of portfolio appreciation.
Total Investment Income. Total investment income (realized and unrealized) for the year ended December 31, 20142017 was primarily driven by performance fees for CP V and CEP III of $598.7 million and $580.2 million, respectively. Comparatively, the $1,873.6 million in performance fees for the year ended December 31, 2013 was primarily driven by performance fees for CP V, CEP III, CP IV, and CAP III of $584.7 million, $503.3 million, $374.8 million, and $163.5 million, respectively. The decrease in performance fees was partly due to CAP III and CEP III exceeding their performance thresholds in 2013, resulting in a cumulative catch-up of performance fees in 2013 versus performance fee accruals in 2014 at a normalized rate.
During the year ended December 31, 2014, net performance fees were $743.9 million or 55% of performance fees and $281.8 million less than the net performance fees in 2013.
Investment Income. Investment income for the year ended December 31, 2014 was $31.6$62.4 million compared to $26.2 million in 2013. The increase in investment income from 2013 to 2014 relates primarily to higher gains on investments in certain Europe buyout funds.
Distributable Earnings. Distributable earnings increased $252.3of $49.3 million for the year ended December 31, 2014 to $790.0 million from $537.7 million in 2013. This increase reflects an2016. The increase in realized net performance fees of $131.0 million, antotal investment income from 2016 to 2017 relates primarily to appreciation in our investments in our U.S. and Europe buyout funds in 2017 as compared to depreciation in our investments in these buyout funds in 2016. Further contributing to the increase in fee related earnings of $119.4total investment income was higher appreciation on investments in our Asia buyout funds in 2017 as compared to 2016. These increases to total investment income were partially offset by lower realized gains in our investments in the U.S. and Europe buyout funds as well as our investments in Europe growth funds in 2017 as compared to 2016.
Total investment income (realized and unrealized) for the year ended December 31, 2016 was $49.3 million and an increase in realizedcompared to investment income of $1.9 million.
Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
Total fee revenues were $515.5$18.1 million for the year ended December 31, 2013, representing a decrease of $17.52015. The increase in total investment income from 2015 to 2016 relates primarily to higher realized gains on investments in the U.S. and Europe buyout funds as well as appreciation on investments in the Asia buyout funds for 2016 as compared to depreciation on investments in these Asia buyout funds for 2015. These increases were offset by unrealized losses on foreign currency hedges and depreciation on investments in our Europe buyout funds.
Equity-based Compensation. Equity-based compensation was $60.5 million, or 3%, from$69.3 million, and $65.1 million for the yearyears ended December 31, 2012. This decrease reflects a $24.6 million decrease in fund management fees, partially offset by an increase in net portfolio advisory fees of $5.4 million2017, 2016 and net transaction fees of $1.7 million. The decrease in fund management fees was due primarily to the expiration2015, respectively.
Reserve for Litigation and Contingencies. Corporate Private Equity's share of the investment period in CEP IIIreserve for litigation and our second Japan buyout fund (“CJP II”) prior to the raising of a successor fund, which resulted in a decrease in management fees of $40.3 million from 2012 to 2013. Offsetting the decreases from CEP III and CJP II were increases in management fees from “catch-up” management fees from subsequent closings in 2013 of our first Sub-Saharan Africa fund (“CSSAF I”), which increased fund management fees by $16.9 million from 2012 to 2013. The weighted average management fee ratecontingencies decreased from 1.28% at December 31, 2012 to 1.15% at December 31, 2013. Contributing to the decrease in the weighted average management fee rate was the step-down in the management fee rate for CP V during the year ended December 31, 2013. Fee-earning AUM was $43.0 billion and $33.8 billion as of December 31, 2013 and 2012, respectively, reflecting an increase of $9.2 billion. The increase in net portfolio fees was primarily due to a fee received in 2013 upon the public offering of a portfolio company.
Interest and other income was $6.5$12.5 million for the year ended December 31, 2013,2017. The decrease was primarily related to Corporate Private Equity's share of the $25 million reserve reversal related to the CCC litigation recognized in 2017. See Note 9 to the consolidated financial statements for more information on the CCC litigation. Corporate Private Equity had recognized its share of a decrease from $9.0$50 million reserve for litigation and contingencies for $26.8 million in 2012.2015.
Total compensation and benefits was $1,162.9 million and $696.3 million in the years ended December 31, 2013 and 2012, respectively. Performance fee related compensation expense was $847.9 million and $376.4 million, or 45% and 49% of performance fees, for the years ended December 31, 2013 and 2012, respectively. As part of the reorganization and initial public offering in May 2012, the portion of carried interest allocated to our senior Carlyle professionals and other personnel who work in our fund operations decreased from historical levels to approximately 45%.
Direct and indirect base compensation expense decreased $11.1 million for the year ended December 31, 2013, or 3% from 2012, primarily reflecting adjustments to reflect lower annual bonuses, partially offset by higher compensation associated with fundraising activities.
Equity-based compensation was $7.4 million for the year ended December 31, 2013, an increase from $1.2 million for the year ended December 31, 2012. The increase is due primarily to expense associated with grants of deferred restricted common units that occurred subsequent to the initial public offering in May 2012.
General, administrative and other indirect expenses increased $32.9 million for the year ended December 31, 2013 as compared to 2012. The expense increase primarily reflected higher expenses in 2013 associated with fundraising activities for buyout funds as well as lower expenses in 2012 from proceeds from an insurance settlement recognized in 2012.
Depreciation and amortization expense was $13.2 million for the year ended December 31, 2013, an increase from $12.5 million in 2012.
Interest expense increased $10.9 million, or 76%, for the year ended December 31, 2013 as compared to 2012. This increase was due primarily to a higher level of outstanding borrowings in 2013 as compared to 2012 and higher interest rates on outstanding borrowings in 2013 as compared to 2012 resulting from the issuances in 2013 of the 3.875% senior notes and the 5.625% senior notes.
Economic Net Income. ENI was $1,053.6 million for the year ended December 31, 2013, reflecting a 120% increase as compared to ENI of $479.0 million for the year ended December 31, 2012. The increase in ENI in the year ended December 31, 2013 was driven by a $631.8 million increase in net performance fees and a $2.4 million increase in investment income as compared to 2012, partially offset by a decrease of $53.4 million in fee related earnings and a $6.2 increase in equity-based compensation.
Fee Related Earnings. Fee related earnings were $9.1 million for the year ended December 31, 2013, as compared to $62.5 million for 2012, representing a decrease of $53.4 million. The decrease in fee related earnings is primarily attributable to a decrease in fee revenues of $17.5 million, increases in general, administrative and other indirect expenses and interest expense of $32.9 million and $10.9 million, respectively, partially offset by a decrease in base compensation expense of $11.1 million.
Performance Fees. Performance fees increased $1,103.3 million for the year ended December 31, 2013 as compared to 2012. Performance fees of $1,873.6 million and $770.3 million are inclusive of performance fees reversed of approximately $14.2 million and $15.6 million during the years ended December 31, 2013 and 2012, respectively. Performance fees for this segment by type of fund are as follows:
|
| | | | | | | | | | | |
| | Performance Fees | | Carry Fund Portfolio Appreciation |
| | Year Ended December 31, | | Year Ended December 31, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| | (Dollars in millions) | | | | |
| Buyout funds | $ | 1,782.6 |
| | $ | 767.0 |
| | 30% | | 17% |
| Growth Capital funds | 91.0 |
| | 3.3 |
| | 32% | | 12% |
| Performance fees | $ | 1,873.6 |
| | $ | 770.3 |
| | 30% | | 16% |
The $1,873.6 million in performance fees for the year ended December 31, 2013 was primarily driven by performance fees for CP V, CEP III, CP IV, and CAP III of $584.7 million, $503.3 million, $374.8 million, and $163.5 million, respectively. Comparatively, the $770.3 million in performance fees for the year ended December 31, 2012 was primarily driven by performance fees for CP IV, CP V, and CAP II of $231.2 million, $298.5 million, and $113.2 million, respectively. The increase in performance fees was due primarily to greater appreciation in the remaining value of assets in 2013 as compared to 2012 for CEP III and CAP III, resulting in these two funds exceeding their performance thresholds and entering into a “carry position” during 2013, which resulted in a cumulative catch-up of performance fees earned as of that date.
During the year ended December 31, 2013, net performance fees were $1,025.7 million or 55% of performance fees and $631.8 million more than the net performance fees in 2012.
Investment Income. Investment income for the year ended December 31, 2013 was $26.2 million compared to $23.8 million in 2012.
Distributable Earnings. Distributable earnings increased $137.1 million for the year ended December 31, 2013 to $537.7 million from $400.6 million in 2012. This increase primarily reflects an increase in realized net performance fees of $178.0 million and an increase in realized investment income of $12.5 million, partially offset by a reduction in fee related earnings of $53.4 million.
Fee-earning AUM as of and for each of the Three Years in the Period Ended December 31, 2014.2017
Fee-earning AUM is presented below for each period together with the components of change during each respective period.
The table below breaks out Fee-earning AUM by its respective components at each period.
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Corporate Private Equity | | | | | | | | | | |
| Components of Fee-earning AUM (1) | | | | | | | | | | |
| Fee-earning AUM based on capital commitments | $ | 22,228 |
| | $ | 18,948 |
| | $ | 20,865 |
| $ | 25,809 |
| | $ | 25,390 |
| | $ | 25,438 |
|
| Fee-earning AUM based on invested capital | 16,709 |
| | 23,244 |
| | 12,975 |
| 7,675 |
| | 9,377 |
| | 13,647 |
|
| Fee-earning AUM based on lower of cost or fair value and other | 1,312 |
| | 841 |
| | — |
| 2,100 |
| | 1,560 |
| | 1,841 |
|
| Total Fee-earning AUM | $ | 40,249 |
| | $ | 43,033 |
| | $ | 33,840 |
| $ | 35,584 |
| | $ | 36,327 |
| | $ | 40,926 |
|
| Weighted Average Management Fee Rates (2) | | | | | | |
| All Funds | 1.22 | % | | 1.15 | % | | 1.28 | % | 1.31 | % | | 1.28 | % | | 1.26 | % |
| Funds in Investment Period | 1.43 | % | | 1.42 | % | | 1.33 | % | 1.44 | % | | 1.41 | % | | 1.43 | % |
| |
| (1) | For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.” |
| |
| (2) | Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. |
The table below provides the period to period rollforward of Fee-earning AUM.
| | | | Twelve Months Ended December 31, | Twelve Months Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Corporate Private Equity | | | | | | | | | | |
| Fee-earning AUM Rollforward | | | | | | | | | | |
| Balance, Beginning of Period | $ | 43,033 |
| | $ | 33,840 |
| | $ | 37,996 |
| $ | 36,327 |
| | $ | 40,926 |
| | $ | 40,249 |
|
| Inflows, including Commitments (1) | 4,824 |
| | 17,241 |
| | 1,087 |
| |
| Inflows, including Fee-paying Commitments (1) | | 2,086 |
| | 1,171 |
| | 6,425 |
|
| Outflows, including Distributions (2) | (6,529 | ) | | (7,480 | ) | | (5,192 | ) | (3,692 | ) | | (5,460 | ) | | (4,854 | ) |
| Market Appreciation/Depreciation (3) | 198 |
| | — |
| | — |
| |
| Foreign Exchange (4) | (1,277 | ) | | (568 | ) | | (51 | ) | |
| Market Appreciation/(Depreciation) (3) | | 31 |
| | (220 | ) | | (267 | ) |
| Foreign Exchange and other (4) | | 832 |
| | (90 | ) | | (627 | ) |
| Balance, End of Period | $ | 40,249 |
| | $ | 43,033 |
| | $ | 33,840 |
| $ | 35,584 |
| | $ | 36,327 |
| | $ | 40,926 |
|
| |
| (1) | Inflows represent limited partner capital raised and capital invested by carry funds outside the original investment period. Inflows do not include funds raised of $18.3 billion, which are not yet earning fees. |
| |
| (2) | Outflows represent distributions from funds outside the investment period and changes in fee basis for our carry funds where the original investment period has expired. |
| |
| (3) | Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value. |
| |
| (4) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of period end. |
Fee-earning AUM was $35.6 billion at December 31, 2017, a decrease of $0.7 billion, or 2%, compared to $36.3 billion at December 31, 2016. This was driven by outflows of $3.7 billion which were principally a result of distributions from CP V and other buyout funds outside of their investment period. This decrease was partially offset by inflows of $2.1 billion primarily related to equity invested by CGP which charges management fees based on invested capital, as well well as new fee-paying commitments raised in CGFSP III. Also offsetting the decrease were $0.8 billion of foreign exchange gains from the
translation of our Euro-denominated Europe buyout and growth funds to USD for reporting purposes. Investment and distribution activity by funds still in the investment period does not impact Fee-earning AUM as these funds are based on commitments.
Fee-earning AUM was $36.3 billion at December 31, 2016, a decrease of $4.6 billion, or 11%, compared to $40.9 billion at December 31, 2015. This was driven by outflows of $5.5 billion which were principally a result of distributions from CP V, CEP III, and other buyout funds outside of their investment period. This decrease was partially offset by inflows of $1.2 billion primarily related to equity invested by CGP which charges management fees based on invested capital.
Fee-earning AUM was $40.9 billion at December 31, 2015, an increase of $0.7 billion, or 2%, compared to $40.2 billion at December 31, 2014, a decrease2014. Inflows of $2.8$6.4 billion or 6%, comparedwere primarily related to $43.0limited partner commitments raised by CEP IV, CJP III, and the activation of commitments in CEOF II. This was offset by outflows of $4.9 billion at December 31, 2013. Outflows of $6.5 billionwhich were principally a result of distributions from several buyout funds that were outside of their investment period, in addition to the reduction in management fee basis from commitments to invested equity for funds at the end of their original investment period and $1.3$0.6 billion in foreign exchange loss. This was offset by inflows of $4.8 billion, primarily related to limited partner commitments raised by CAP IV, CEP IV, CGFSP II, and our latest vintage Europe technology fund (“CETP III”).
Fee-earning AUM was $43.0 billion at December 31, 2013, an increase of $9.2 billion, or approximately 27%, compared to $33.8 billion at December 31, 2012. Inflows of $17.2 billion were primarily related to limited partner commitments raised by CP VI, CAP IV, and CGFSP II, as well as equity invested by various funds outside of their investment period. Outflows of $7.5 billion were partially driven by (a) a $3.9 billion decrease resulting from the change in basis from commitments to invested capital for CP V, CAP III, and our first global financial services fund (“CGFSP I”), and (b) $3.6 billion of distributions from several funds that were outside of their investment period. Investment and distribution activity by funds still in the investment period do not impact fee-earning AUM as these funds are based on commitments and not invested capital. Distribution activity by funds outside of their investment period only reduce fee-earning AUM to the extent that the distributions are a return of cost basis, as gain and income distributions have no impact on fee-earning AUM.
Fee-earning AUM was $33.8 billion at December 31, 2012, a decrease of $4.2 billion, or approximately 11%, compared to $38.0 billion at December 31, 2011. Outflows of $5.2 billion were partially driven by (a) a $2.7 billion decrease resulting from the change in basis from commitments to invested capital for CJP II and CEP III, and the completion of fees in our third U.S. buyout fund (“CP III”), and (b) $2.5 billion of distributions from several funds that were outside of their investment period. Inflows of $1.1 billion were primarily related to limited partner commitments raised by our equity opportunities fund (“CEOF I”), our first Peru buyout fund (“CPF I”), and CSSAF I, as well as equity invested by various funds outside of their investment period. As of December 31, 2012, approximately $5.0 billion of new limited partner commitments raised for several of our new funds, including CP VI, CAP IV, and CGFSP II are not included in Fee-Earning AUM as these funds did not begin charging fees until 2013 when the predecessor funds (CP V, CAP III, and CGFSP I, respectively) were substantially invested.
Total AUM as of and for each of the Three Years in the Period Ended December 31, 2014.2017
The table below provides the period to period rollforwards of Available Capital and Fair Value of Capital, and the resulting rollforward of Total AUM.
|
| | | | | | | | | | | |
| | Available Capital | | Fair Value of Capital | | Total AUM |
| | (Dollars in millions) |
| Corporate Private Equity | | |
| Balance, As of December 31, 2011 | $ | 13,328 |
| | $ | 37,737 |
| | $ | 51,065 |
|
| Commitments (1) | 7,560 |
| | — |
| | 7,560 |
|
| Capital Called, net (2) | (4,474 | ) | | 3,968 |
| | (506 | ) |
| Distributions (3) | 1,231 |
| | (12,017 | ) | | (10,786 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 6,035 |
| | 6,035 |
|
| Foreign exchange and other (5) | (3 | ) | | (27 | ) | | (30 | ) |
| Balance, As of December 31, 2012 | $ | 17,642 |
| | $ | 35,696 |
| | $ | 53,338 |
|
| Commitments (1) | 11,470 |
| | — |
| | 11,470 |
|
| Capital Called, net (2) | (5,313 | ) | | 4,998 |
| | (315 | ) |
| Distributions (3) | 946 |
| | (10,974 | ) | | (10,028 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 10,289 |
| | 10,289 |
|
| Foreign exchange and other (5) | (2 | ) | | 113 |
| | 111 |
|
| Balance, As of December 31, 2013 | $ | 24,743 |
| | $ | 40,122 |
| | $ | 64,865 |
|
| Commitments (1) | 6,663 |
| | — |
| | 6,663 |
|
| Capital Called, net (2) | (7,380 | ) | | 6,818 |
| | (562 | ) |
| Distributions (3) | 997 |
| | (14,742 | ) | | (13,745 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 9,330 |
| | 9,330 |
|
| Foreign exchange and other (5) | (584 | ) | | (1,299 | ) | | (1,883 | ) |
| Balance, As of December 31, 2014 | $ | 24,439 |
| | $ | 40,229 |
| | $ | 64,668 |
|
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Corporate Private Equity | | | | | |
| Total AUM Rollforward | | | | | |
| Balance, Beginning of Period | $ | 50,864 |
| | $ | 63,144 |
| | $ | 64,668 |
|
| New Commitments (1) | 20,544 |
| | 818 |
| | 8,164 |
|
| Outflows (2) | (9,377 | ) | | (12,910 | ) | | (12,812 | ) |
| Market Appreciation/(Depreciation) (3) | 9,668 |
| | 3,226 |
| | 5,358 |
|
| Foreign Exchange Gain/(Loss) (4) | 1,145 |
| | (25 | ) | | (1,377 | ) |
| Other (5) | (286 | ) | | (3,389 | ) | | (857 | ) |
| Balance, End of Period | $ | 72,558 |
| | $ | 50,864 |
| | $ | 63,144 |
|
| |
| (1) | Represents capital raised by our carryNew Commitments reflects the impact of gross fundraising during the period. For funds net of expired available capital.or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. |
| |
| (2) | Represents capital called byOutflows includes distributions in our carry funds, net of fund feesrelated co-investment vehicles and expenses. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates.separately managed accounts. |
| |
| (3) | Represents distributions from our carry funds, net of amounts recycled. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized. |
| |
(4) | Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments.investments in our carry funds, related co-investment vehicles and separately managed accounts. |
| |
(5)(4) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
| |
| (5) | Includes expiring available capital, the impact of capital calls for fees and expenses and other changes in AUM. |
Total AUM was $72.6 billion at December 31, 2017, an increase of $21.7 billion, or 43%, compared to $50.9 billion at December 31, 2016. This increase was driven by $20.5 billion of new commitments primarily due to fundraising in CP VII, CAP V, and CGFSP III. Also contributing to this increase was market appreciation of $9.7 billion. The carry funds driving appreciation for the period included $2.8 billion attributable to CP VI, $1.7 billion attributable to CP V, and $1.5 billion attributable to CAP IV. Partially offsetting the increase were $9.4 billion of outflows driven primarily by distributions in CP V, CEP III, and various other buyout funds.
Total AUM was $50.9 billion at December 31, 2016, a decrease of $12.2 billion, or 19%, compared to $63.1 billion at December 31, 2015. This decrease was driven by $12.9 billion of outflows primarily in our large prior vintage buyout funds and $3.4 billion of other activity, primarily related to the expiration of available capital in CP V, CJP II, and CEP III. Partially
offsetting this decrease was market appreciation of $3.2 billion. The carry funds driving appreciation for the period included $1.4 billion attributable to CP VI, $0.7 billion attributable to CP V, and $0.5 billion attributable to CAP IV.
Total AUM was $63.1 billion at December 31, 2015, a decrease of $1.6 billion, or 2%, compared to $64.7 billion at December 31, 2014, a decrease of $0.2 billion, or 0.30%, compared to $64.9 billion at December 31, 2013.2014. This decrease was primarily driven by (a) distributionsoutflows of $14.7$12.8 billion and $1.4 billion of which $1.0 billion is recallable, and (b) foreign exchange loss of $1.9 billion.loss. Offsetting this decrease were (a)$8.2 billion of new commitments of $6.7 billiondriven by fundraising in CAP IV, CEP IV, CETPCEOF II, CGP, CJP III CGFSP II and other funds and coinvestment vehicles and (b) a total 2014 appreciation in remaining fair value of assets of 23%, leading to market appreciation in the segment of $9.3 billion.
Total AUM was $64.9 billion at December 31, 2013, an increase of $11.6 billion, or approximately 22%, compared to $53.3 billion at December 31, 2012. This increase was primarily driven by (a) $11.5 billion of new commitments for several funds, including CP VI, CAP IV, CGFSP II, CSSAF I, our recent vintage Japan buyout fund (“CJP III”), our Ireland fund (“CCI”) and various co-investments, and (b) market appreciation across our portfolio of $10.3 billion. The total 2013 appreciation in the remaining value of assets for funds in this segment was approximately 30%, driven by a 30% increase in the buyout funds and a 32% increase in the growth funds.
Total AUM was $53.3 billion at December 31, 2012, an increase of $2.2 billion, or approximately 4%, compared to $51.1 billion at December 31, 2011. This increase was primarily driven by (a) $7.6 billion of new commitments for several funds, including CP VI, CEOF I, CAP IV, CGFSP II, CSSAF I, CPF I and various co-investments, and (b) market appreciation across our portfolio of $6.0 billion. The total 2012 appreciation in the remaining value of assets for funds in this segment was approximately 16%, driven by a 17% increase in the buyout funds and a 12% increase in the growth funds. Appreciation in the buyout funds was primarily driven by CP IV, CP V and CEP III.
Total AUM was $51.1 billion at December 31, 2011, a decrease of $5.2 billion, or 9%, compared to $56.3 billion at December 31, 2010. This decrease was primarily driven by $12.5 billion of distributions, of which approximately $1.5 billion was recycled back into available capital. This decrease was partially offset by $4.6$5.4 billion of market appreciation, across our portfolio, which experiencedrepresenting a 16% increase in value over the year due to an 18% increase across our buyout funds, offset by an 8% decrease across our growth capital funds. The13% increase in our buyoutportfolio of carry funds was primarily driven byfor the period. The carry funds driving appreciation infor the period included $1.3 billion attributable to CEP III, $1.0 billion attributable to CAP III, and $0.4 billion attributable to CP IV and CP V partially offset by depreciation in our Asia buyout and growth capital funds. Additionally, we raised new commitments of $1.6 billion for CSABF I, CBPF, CEOF, CGFSP II and various U.S. buyout co-investment vehicles, which further offset this decrease.V.
Fund Performance Metrics
Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments, cumulative equity invested or total value as of December 31, 2014,2017, which we refer to as our “significant funds,” is generally included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A. Risk Factors — Risks Related to Our Business Operations — The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.”
The following tables reflect the performance of our significant funds in our Corporate Private Equity business. See “Item 1. Business — Our Family of Funds” for a legend of the fund acronyms listed below.
| | | | | | | TOTAL INVESTMENTS | | REALIZED/PARTIALLY REALIZED INVESTMENTS(5) | | | | TOTAL INVESTMENTS | | REALIZED/PARTIALLY REALIZED INVESTMENTS(5) |
| | | | | as of December 31, 2014 | as of December 31, 2014 | | | | As of December 31, 2017 | As of December 31, 2017 |
| | Fund Inception Date (1) | | Committed Capital | | Cumulative Invested Capital (2) | | Total Fair Value (3) | | MOIC(4) | | Gross IRR (7) | | Net IRR(8) | | Cumulative Invested Capital(2) | | Total Fair Value(3) | | MOIC(4) | | Gross IRR(7) | Fund Inception Date (1) | | Committed Capital | | Cumulative Invested Capital (2) | | Total Fair Value (3) | | MOIC(4) | | Gross IRR (7)(12) | | Net IRR (8)(12) | | Cumulative Invested Capital(2) | | Total Fair Value(3) | | MOIC(4) | | Gross IRR(7) |
| Corporate Private Equity |
| | (Reported in Local Currency, in Millions) | | | | | | (Reported in Local Currency, in Millions) | (Reported in Local Currency, in Millions) | | (Reported in Local Currency, in Millions) |
| Fully Invested Funds(6) |
| | | | | | | | | | | | | | | | | |
| Fully Invested/Committed Funds (6) | | Fully Invested/Committed Funds (6) | | | | | | | | | | | | | | |
| CP II | 10/1994 | | $ | 1,331.1 |
| | $ | 1,362.4 |
| | $ | 4,072.2 |
| | 3.0x | | 34 | % | | 25 | % | | $ | 1,362.4 |
| | $ | 4,072.2 |
| | 3.0x | | 34 | % | 10/1994 | | $ | 1,331.1 |
| | $ | 1,362.4 |
| | $ | 4,072.2 |
| | 3.0x | | 34 | % | | 25 | % | | $ | 1,362.4 |
| | $ | 4,072.2 |
| | 3.0x | | 34 | % |
| CP III | 2/2000 | | $ | 3,912.7 |
| | $ | 4,031.6 |
| | $ | 10,146.9 |
| | 2.5x | | 27 | % | | 21 | % | | $ | 4,031.6 |
| | $ | 10,146.9 |
| | 2.5x | | 27 | % | 2/2000 | | $ | 3,912.7 |
| | $ | 4,031.6 |
| | $ | 10,146.9 |
| | 2.5x | | 27 | % | | 21 | % | | $ | 4,031.6 |
| | $ | 10,146.9 |
| | 2.5x | | 27 | % |
| CP IV | 12/2004 | | $ | 7,850.0 |
| | $ | 7,612.6 |
| | $ | 17,758.8 |
| | 2.3x | | 16 | % | | 13 | % | | $ | 6,367.9 |
| | $ | 16,588.7 |
| | 2.6x | | 19 | % | 12/2004 | | $ | 7,850.0 |
| | $ | 7,612.6 |
| | $ | 17,937.9 |
| | 2.4x | | 16 | % | | 13 | % | | $ | 7,612.6 |
| | $ | 17,937.9 |
| | 2.4x | | 16 | % |
| CP V | 5/2007 | | $ | 13,719.7 |
| | $ | 12,796.5 |
| | $ | 24,241.5 |
| | 1.9x | | 19 | % | | 15 | % | | $ | 5,984.1 |
| | $ | 13,367.7 |
| | 2.2x | | 23 | % | 5/2007 | | $ | 13,719.7 |
| | $ | 13,190.9 |
| | $ | 27,362.9 |
| | 2.1x | | 18 | % | | 14 | % | | $ | 9,350.8 |
| | $ | 24,962.3 |
| | 2.7x | | 26 | % |
| CEP I | 12/1997 | | € | 1,003.6 |
| | € | 981.6 |
| | € | 2,126.5 |
| | 2.2x | | 18 | % | | 11 | % | | € | 981.6 |
| | € | 2,126.5 |
| | 2.2x | | 18 | % | 12/1997 | | € | 1,003.6 |
| | € | 981.6 |
| | € | 2,126.5 |
| | 2.2x | | 18 | % | | 11 | % | | € | 981.6 |
| | € | 2,126.5 |
| | 2.2x | | 18 | % |
| CEP II | 9/2003 | | € | 1,805.4 |
| | € | 2,048.8 |
| | € | 3,984.4 |
| | 1.9x | | 37 | % | | 20 | % | | € | 1,329.1 |
| | € | 3,311.3 |
| | 2.5x | | 59 | % | 9/2003 | | € | 1,805.4 |
| | € | 2,048.4 |
| | € | 4,122.3 |
| | 2.0x | | 36 | % | | 20 | % | | € | 1,883.8 |
| | € | 4,106.8 |
| | 2.2x | | 43 | % |
| CEP III | 12/2006 | | € | 5,294.9 |
| | € | 4,988.0 |
| | € | 9,662.6 |
| | 1.9x | | 18 | % | | 13 | % | | € | 1,989.4 |
| | € | 5,279.5 |
| | 2.7x | | 27 | % | 12/2006 | | € | 5,294.9 |
| | € | 5,116.1 |
| | € | 11,572.3 |
| | 2.3x | | 19 | % | | 14 | % | | € | 4,284.4 |
| | € | 10,419.8 |
| | 2.4x | | 20 | % |
| CAP I | 12/1998 | | $ | 750.0 |
| | $ | 627.7 |
| | $ | 2,492.6 |
| | 4.0x | | 25 | % | | 18 | % | | $ | 627.7 |
| | $ | 2,492.6 |
| | 4.0x | | 25 | % | 12/1998 | | $ | 750.0 |
| | $ | 627.7 |
| | $ | 2,521.8 |
| | 4.0x | | 25 | % | | 18 | % | | $ | 627.7 |
| | $ | 2,521.8 |
| | 4.0x | | 25 | % |
| CAP II | 2/2006 | | $ | 1,810.0 |
| | $ | 1,628.6 |
| | $ | 2,761.0 |
| | 1.7x | | 11 | % | | 8 | % | | $ | 720.0 |
| | $ | 2,117.4 |
| | 2.9x | | 24 | % | 2/2006 | | $ | 1,810.0 |
| | $ | 1,628.2 |
| | $ | 3,051.5 |
| | 1.9x | | 11 | % | | 8 | % | | $ | 1,628.2 |
| | $ | 3,051.5 |
| | 1.9x | | 11 | % |
| CAP III | 5/2008 | | $ | 2,551.6 |
| | $ | 2,512.2 |
| | $ | 3,855.8 |
| | 1.5x | | 17 | % | | 10 | % | | $ | 984.4 |
| | $ | 1,931.7 |
| | 2.0x | | 22 | % | 5/2008 | | $ | 2,551.6 |
| | $ | 2,543.2 |
| | $ | 4,817.2 |
| | 1.9x | | 18 | % | | 12 | % | | $ | 2,071.8 |
| | $ | 4,380.2 |
| | 2.1x | | 20 | % |
| CJP I | 10/2001 | | ¥ | 50,000.0 |
| | ¥ | 47,291.4 |
| | ¥ | 137,266.0 |
| | 2.9x | | 61 | % | | 37 | % | | ¥ | 39,756.6 |
| | ¥ | 131,454.6 |
| | 3.3x | | 65 | % | 10/2001 | | ¥ | 50,000.0 |
| | ¥ | 47,291.4 |
| | ¥ | 138,902.1 |
| | 2.9x | | 61 | % | | 37 | % | | ¥ | 47,291.4 |
| | ¥ | 138,902.1 |
| | 2.9x | | 61 | % |
| CJP II | 7/2006 | | ¥ | 165,600.0 |
| | ¥ | 141,866.7 |
| | ¥ | 173,486.9 |
| | 1.2x | | 5 | % | | 1 | % | | ¥ | 64,306.1 |
| | ¥ | 89,674.4 |
| | 1.4x | | 7 | % | 7/2006 | | ¥ | 165,600.0 |
| | ¥ | 141,866.7 |
| | ¥ | 216,622.1 |
| | 1.5x | | 8 | % | | 4 | % | | ¥ | 126,166.7 |
| | ¥ | 191,642.2 |
| | 1.5x | | 7 | % |
| CGFSP I | 9/2008 | | $ | 1,100.2 |
| | $ | 1,052.5 |
| | $ | 1,816.9 |
| | 1.7x | | 19 | % | | 12 | % | | $ | 218.1 |
| | $ | 529.8 |
| | 2.4x | | 28 | % | 9/2008 | | $ | 1,100.2 |
| | $ | 1,080.7 |
| | $ | 2,462.1 |
| | 2.3x | | 20 | % | | 14 | % | | $ | 977.9 |
| | $ | 2,318.7 |
| | 2.4x | | 22 | % |
| CGFSP II | | 4/2013 | | $ | 1,000.0 |
| | $ | 897.2 |
| | $ | 1,320.5 |
| | 1.5x | | 24% |
| | 15% |
| | $ | 193.2 |
| | $ | 407.3 |
| | 2.1x | | 32 | % |
| CEOF I | | 5/2011 | | $ | 1,119.1 |
| | $ | 1,164.5 |
| | $ | 1,569.6 |
| | 1.3x | | 12 | % | | 8 | % | | $ | 346.9 |
| | $ | 827.7 |
| | 2.4x | | 38 | % |
| CETP II | 2/2007 | | € | 521.6 |
| | € | 431.5 |
| | € | 920.6 |
| | 2.1x | | 25 | % | | 16 | % | | € | 149.8 |
| | € | 538.7 |
| | 3.6x | | 34 | % | 2/2007 | | € | 521.6 |
| | € | 437.4 |
| | € | 1,253.6 |
| | 2.9x | | 28 | % | | 19 | % | | € | 278.8 |
| | € | 1,140.8 |
| | 4.1x | | 36 | % |
| CAGP IV | 6/2008 | | $ | 1,041.4 |
| | $ | 807.3 |
| | $ | 1,159.4 |
| | 1.4x | | 15 | % | | 8 | % | | $ | 155.0 |
| | $ | 370.0 |
| | 2.4x | | 33 | % | 6/2008 | | $ | 1,041.4 |
| | $ | 954.1 |
| | $ | 1,459.9 |
| | 1.5x | | 12 | % | | 7 | % | | $ | 502.1 |
| | $ | 928.6 |
| | 1.8x | | 16 | % |
| All Other Funds(9) | Various | |
| | $ | 3,733.2 |
| | $ | 5,803.2 |
| | 1.6x | | 17 | % | | 7 | % | | $ | 2,817.1 |
| | $ | 4,756.1 |
| | 1.7x | | 20 | % | |
| Coinvestments and Other(10) | Various | |
| | $ | 8,040.2 |
| | $ | 19,975.4 |
| | 2.5x | | 36 | % | | 33 | % | | $ | 5,003.3 |
| | $ | 15,656.8 |
| | 3.1x | | 36 | % | |
| Total Fully Invested Funds | | $ | 56,008.2 |
| | $ | 116,878.0 |
| | 2.1x | | 27 | % | | 19 | % | | $ | 34,447.3 |
| | $ | 87,495.9 |
| | 2.5x | | 29 | % | |
| All Other Funds (9) | | Various | |
| | $ | 4,655.4 |
| | $ | 7,220.2 |
| | 1.6x | | 16 | % | | 7 | % | | $ | 3,747.5 |
| | $ | 6,048.6 |
| | 1.6x | | 17 | % |
| Co-investments and Other (10) | | Various | |
| | $ | 11,040.3 |
| | $ | 24,964.7 |
| | 2.3x | | 36 | % | | 33 | % | | $ | 6,998.2 |
| | $ | 20,778.0 |
| | 3.0x | | 36 | % |
| Total Fully Invested/Committed Funds | | Total Fully Invested/Committed Funds | | $ | 62,787.0 |
| | $ | 134,994.5 |
| | 2.2x | | 26 | % | | 19 | % | | $ | 49,921.3 |
| | $ | 122,707.5 |
| | 2.5x | | 27 | % |
| Funds in the Investment Period(6) | Funds in the Investment Period(6) | |
| |
| |
| |
| |
| |
| |
| |
| |
| Funds in the Investment Period(6) | | | | | | | | | | | | | | |
| CP VI (12) | 5/2012 | | $ | 13,000.0 |
| | $ | 3,813.7 |
| | $ | 3,865.9 |
| | 1.0x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| CEP IV (12) | 8/2013 | | € | 1,576.9 |
| | € | 191.8 |
| | € | 185.8 |
| | 1.0x | | n/m |
| | n/m |
| |
|
| |
|
| |
| |
|
| |
| CAP IV (12) | 11/2012 | | $ | 3,880.4 |
| | $ | 591.0 |
| | $ | 564.3 |
| | 1.0x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| CEOF I | 5/2011 | | $ | 1,119.1 |
| | $ | 770.3 |
| | $ | 1,166.1 |
| | 1.5x | | 35 | % | | 23 | % | |
| |
| |
| |
| |
| CGFSP II (12) | 4/2013 | | $ | 1,000.0 |
| | $ | 90.4 |
| | $ | 119.4 |
| | 1.3x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| All Other Funds(11) | Various | |
| | $ | 983.7 |
| | $ | 985.7 |
| | 1.0x | | (1 | )% | | (15 | )% | |
| |
| |
| |
| |
| CP VI | | 5/2012 | | $ | 13,000.0 |
| | $ | 11,753.9 |
| | $ | 16,265.3 |
| | 1.4x | | 20% |
| | 13% |
| |
| |
| |
| |
|
| CEP IV | | 8/2013 | | € | 3,669.5 |
| | € | 3,074.2 |
| | € | 3,720.3 |
| | 1.2x | | 18% |
| | 7% |
| |
|
| |
|
| |
| |
|
|
| CAP IV | | 11/2012 | | $ | 3,880.4 |
| | $ | 3,184.1 |
| | $ | 5,206.6 |
| | 1.6x | | 31% |
| | 20% |
| |
| |
| |
| |
|
| CGP | | 12/2014 | | $ | 3,588.0 |
| | $ | 2,668.7 |
| | $ | 2,795.1 |
| | 1.0x | | 5% |
| | 4% |
| |
| |
| |
| |
|
| CJP III | | 8/2013 | | ¥ | 119,505.1 |
| | ¥ | 60,094.5 |
| | ¥ | 105,936.6 |
| | 1.8x | | NM |
| | NM |
| |
| |
| |
| |
|
| CEOF II | | 3/2015 | | $ | 2,400.0 |
| | $ | 1,150.1 |
| | $ | 1,332.4 |
| | 1.2x | | NM |
| | NM |
| |
| |
| |
| |
|
| All Other Funds (11) | | Various | |
| | $ | 1,385.1 |
| | $ | 1,822.4 |
| | 1.3x | | NM |
| | NM |
| |
| |
| |
| |
|
| Total Funds in the Investment Period | Total Funds in the Investment Period | | $ | 6,481.2 |
| | $ | 6,926.2 |
| | 1.1x | | 9 | % | | (7 | )% | | $ | 161.0 |
| | $ | 519.5 |
| | 3.2x | | 78 | % | Total Funds in the Investment Period | | $ | 24,371.2 |
| | $ | 32,834.9 |
| | 1.3x | | 21 | % | | 12 | % | | $ | 1,391.0 |
| | $ | 3,731.1 |
| | 2.7x | | 58 | % |
| TOTAL CORPORATE PRIVATE EQUITY(13) | | $ | 62,489.4 |
| | $ | 123,804.2 |
| | 2.0x | | 27 | % | | 19 | % | | $ | 34,608.3 |
| | $ | 88,015.5 |
| | 2.5x | | 29 | % | |
| TOTAL CORPORATE PRIVATE EQUITY (13) | | TOTAL CORPORATE PRIVATE EQUITY (13) | | $ | 87,158.2 |
| | $ | 167,829.4 |
| | 1.9x | | 26 | % | | 18 | % | | $ | 51,312.2 |
| | $ | 126,438.7 |
| | 2.5x | | 27 | % |
| |
| (1) | The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Corporate Private Equity segment our first fund was formed in 1990. |
| |
| (2) | Represents the original cost of all capital called for investments since inception of the fund. |
| |
| (3) | Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest. |
| |
| (4) | Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. |
| |
| (5) | An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful |
when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for Total Corporate Private Equity.
| |
| (6) | Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested. |
| |
| (7) | Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest. |
| |
| (8) | Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance fees with a blended Net IRR that is below the preferred return hurdle for that fund. |
| |
| (9) | Aggregate includes the following funds: CP I, CMG, CVP I, CVP II, CUSGF III, CEVP, CETP I, CAVP I, CAVP II, CAGP III, CSABF, Mexico, CBPF, and MENA. |
| |
| (10) | Includes co-investments and certain other stand-alone investments arranged by us. |
| |
| (11) | Aggregate, which is considered not meaningful, includes the following funds: CJP III, CSABF,funds and their respective commencement dates: CSSAF CBPF,(April 2012) , CPF I (June 2012), CCI (December 2012), CETP III (May 2014), CAGP V (May 2016), and CETP III.CBPF II (November 2017). |
| |
| (12) | Returns areFor funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as the investmentof reporting period commenced in May 2012 for CP VI, November 2012 for CAP IV, April 2013 for CGFSP II, and August 2013 for CEP IV.end. |
| |
| (13) | For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate. |
| | | | Remaining Fair Value(1) | | Unrealized MOIC(2) | | Total MOIC(3) | | % Invested(4) | | In Accrued Carry/ (Clawback) (5) | | LTM Realized Carry (6) | | Catch up Rate | | Fee Initiation Date(7) | | Quarters Since Fee Initiation | | Original Investment Period End Date | Remaining Fair Value (1) | | Unrealized MOIC (2) | | Total MOIC (3) | | % Invested(4) | | In Accrued Carry/ (Giveback) (5) | | LTM Realized Carry (6) | | Catch up Rate | | Fee Initiation Date (7) | | Quarters Since Fee Initiation | | Original Investment Period End Date |
| | As of December 31, 2014 | | | | | | | | | | | | | As of December 31, 2017 |
| Corporate Private Equity | | | | | | | | | | | | | | | | |
| CP VI | | $ | 13,613.2 |
| | 1.3x | | 1.4x | | 90 | % | | X | |
| | 100 | % | | Jun-13 | | 19 |
| | May-18 |
| CAP IV | | $ | 4,683.3 |
| | 1.6x | | 1.6x | | 82 | % | | X | |
| | 100 | % | | Jul-13 | | 18 |
| | Nov-18 |
| CEP IV | | € | 3,246.1 |
| | 1.2x | | 1.2x | | 84 | % | | X | |
| | 100 | % | | Sep-14 | | 14 |
| | Aug-19 |
| CGP | | $ | 2,782.8 |
| | 1.0x | | 1.0x | | 74 | % | |
| |
| | 100 | % | | Jan-15 | | 12 |
| | Dec-20 |
| CP V | $ | 12,655.4 |
| | 2.0x | | 1.9x | | 93 | % | | X | | X | | 100 | % | | Jun-07 | | 31 |
| | May-13 | $ | 2,672.7 |
| | 0.7x | | 2.1x | | 96 | % | | X | | X | | 100 | % | | Jun-07 | | 43 |
| | May-13 |
| CEP III | € | 4,652.2 |
| | 1.8x | | 1.9x | | 94 | % | | X | | X | | 100 | % | | Jul-07 | | 30 |
| | Dec-12 | € | 1,398.2 |
| | 1.6x | | 2.3x | | 97 | % | | X | | X | | 100 | % | | Jul-07 | | 42 |
| | Dec-12 |
| CP VI | $ | 3,890.7 |
| | 1.0x | | 1.0x | | 29 | % | |
| |
| | 100 | % | | Jun-13 | | 7 |
| | May-18 | |
| CEOF II | | $ | 1,220.3 |
| | 1.1x | | 1.2x | | 48 | % | |
| |
| | 80 | % | | Nov-15 | | 9 |
| | Mar-21 |
| CAP III | | $ | 1,203.7 |
| | 2.0x | | 1.9x | | 100 | % | | X | | X | | 100 | % | | Jun-08 | | 39 |
| | May-14 |
| CGFSP II | | $ | 885.4 |
| | 1.4x | | 1.5x | | 90 | % | | X | |
| | 100 | % | | Jun-13 | | 19 |
| | Dec-17 |
| CEOF I | | $ | 765.9 |
| | 0.9x | | 1.3x | | 104 | % | | X | |
| | 80 | % | | Sep-11 | | 26 |
| | May-17 |
| CJP III | | ¥ | 78,171.1 |
| | 1.6x | | 1.8x | | 50 | % | | X | |
| | 100 | % | | Sep-13 | | 18 |
| | Feb-20 |
| CAGP IV | | $ | 515.8 |
| | 1.2x | | 1.5x | | 92 | % | |
| |
| | 100 | % | | Aug-08 | | 38 |
| | Jun-14 |
| CGFSP I | | $ | 210.6 |
| | 1.2x | | 2.3x | | 98 | % | | X | | X | | 100 | % | | Oct-08 | | 37 |
| | Sep-14 |
| CJP II | | ¥ | 21,555.0 |
| | 1.4x | | 1.5x | | 86 | % | |
| |
| | 80 | % | | Oct-06 | | 45 |
| | Jul-12 |
| CP IV | $ | 2,465.1 |
| | 1.3x | | 2.3x | | 97 | % | | X | | X | | 80 | % | | Apr-05 | | 39 |
| | Dec-10 | $ | 187.1 |
| | 2.0x | | 2.4x | | 97 | % | | X | | X | | 80 | % | | Apr-05 | | 51 |
| | Dec-10 |
| CAP III | $ | 2,132.2 |
| | 1.4x | | 1.5x | | 98 | % | | X | |
| | 100 | % | | Jun-08 | | 27 |
| | May-14 | |
| CGFSP I | $ | 1,096.3 |
| | 1.4x | | 1.7x | | 96 | % | | X | | X | | 100 | % | | Oct-08 | | 25 |
| | Sep-14 | |
| CEOF I | $ | 1,028.9 |
| | 1.3x | | 1.5x | | 69 | % | | X | |
| | 80 | % | | Sep-11 | | 14 |
| | May-17 | |
| CAP II | $ | 998.7 |
| | 1.0x | | 1.7x | | 90 | % | | (X) | |
| | 80 | % | | Mar-06 | | 36 |
| | Feb-12 | |
| CAGP IV | $ | 821.0 |
| | 1.3x | | 1.4x | | 78 | % | |
| |
| | 100 | % | | Aug-08 | | 26 |
| | Jun-14 | |
| CJP II | ¥ | 96,331.2 |
| | 1.2x | | 1.2x | | 86 | % | |
| |
| | 80 | % | | Oct-06 | | 33 |
| | Jul-12 | |
| CEP II | € | 589.3 |
| | 0.9x | | 1.9x | | 113 | % | | X | |
| | 80 | % | | Sep-03 | | 46 |
| | Sep-08 | |
| CAP IV | $ | 581.3 |
| | 1.0x | | 1.0x | | 15 | % | |
| |
| | 100 | % | | Jul-13 | | 6 |
| | Nov-18 | |
| CETP II | € | 435.7 |
| | 1.5x | | 2.1x | | 83 | % | | X | | X | | 100 | % | | Jan-08 | | 28 |
| | Jul-13 | € | 111.5 |
| | 0.7x | | 2.9x | | 84 | % | | X | | X | | 100 | % | | Jan-08 | | 40 |
| | Jul-13 |
| CEP IV | € | 188.2 |
| | 1.0x | | 1.0x | | 12 | % | |
| |
| | 100 | % | | Sep-14 | | 2 |
| | Aug-19 | |
| CGFSP II | $ | 116.8 |
| | 1.4x | | 1.3x | | 9 | % | |
| |
| | 100 | % | | Jun-13 | | 7 |
| | Dec-17 | |
| All Other Funds (8) | $ | 2,005.8 |
| | 1.0x | | 2.2x | |
| | n/m | | n/m | |
| |
| |
| |
| $ | 2,669.5 |
| | 1.2x | | 2.1x | | | | NM | | NM | | | | | |
| Coinvestment and Other (9) | $ | 4,517.5 |
| | 1.7x | | 2.5x | |
| | n/m | | n/m | |
| |
| |
| |
| |
| Total Corporate Private Equity (12) | $ | 40,211.2 |
| | 1.5x | | 2.0x | |
| |
| |
| |
| |
| |
| |
| |
| Co-investment and Other (9) | | $ | 4,623.9 |
| | 1.2x | | 2.3x | | | | NM | | NM | | | | | |
| Total Corporate Private Equity (10) | | $ | 42,636.8 |
| | 1.2x | | 1.9x | | | | | | | |
| |
| (1) | Net assetRemaining Fair Value reflects the unrealized carrying value of ourinvestments in carry funds. Reflects significantfunds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million.million are listed individually. |
| |
| (2) | Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost. |
| |
(3) | Total MOIC represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital |
| |
(4) | Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors. |
| |
(5) | Fund has accrued carry/(clawback) as of the reporting period. |
| |
(6) | Fund has realized carry in the last twelve months. |
| |
(7) | Represents the date of the first capital contribution for management fees. |
| |
(8) | Aggregate includes the following funds: CP II, CP III, CP IV, CEP I, CAP I, CAP IV, CBPF, CJP I, CJP III, CEVP, CETP I, CETP II, CAVP II, Mexico, MENA, CSABF, CGFSP II, CSSAF, CPF, CVP II, and CUSGF III. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
| |
(9) | Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
Global Market Strategies
For purposes of presenting our results of operations for this segment, we include only our 55% economic interest in the results of operations of Claren Road, ESG and Vermillion. The following table presents our results of operations for our Global Market Strategies segment:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Segment Revenues | | | | | |
| Fund level fee revenues | | | | | |
| Fund management fees | $ | 259.3 |
| | $ | 275.2 |
| | $ | 237.2 |
|
| Portfolio advisory fees, net | 0.9 |
| | 1.4 |
| | 2.5 |
|
| Transaction fees, net | 0.2 |
| | 0.1 |
| | 3.5 |
|
| Total fund level fee revenues | 260.4 |
| | 276.7 |
| | 243.2 |
|
| Performance fees |
| |
| |
|
| Realized | 36.0 |
| | 151.9 |
| | 112.4 |
|
| Unrealized | 76.5 |
| | 32.4 |
| | (21.2 | ) |
| Total performance fees | 112.5 |
| | 184.3 |
| | 91.2 |
|
| Investment income (loss) |
| |
| |
|
| Realized | 8.4 |
| | 17.5 |
| | 13.1 |
|
| Unrealized | (3.6 | ) | | (1.5 | ) | | 9.6 |
|
| Total investment income (loss) | 4.8 |
| | 16.0 |
| | 22.7 |
|
| Interest and other income | 5.8 |
| | 4.2 |
| | 2.3 |
|
| Total revenues | 383.5 |
| | 481.2 |
| | 359.4 |
|
| Segment Expenses |
| |
| |
|
| Compensation and benefits |
| |
| |
|
| Direct base compensation | 110.6 |
| | 99.6 |
| | 86.3 |
|
| Indirect base compensation | 24.6 |
| | 21.8 |
| | 21.3 |
|
| Equity-based compensation | 13.9 |
| | 3.0 |
| | 0.2 |
|
| Performance fee related |
| |
| |
|
| Realized | 17.4 |
| | 42.1 |
| | 46.2 |
|
| Unrealized | 35.4 |
| | 13.7 |
| | (8.4 | ) |
| Total compensation and benefits | 201.9 |
| | 180.2 |
| | 145.6 |
|
| General, administrative, and other indirect expenses | 52.9 |
| | 60.9 |
| | 40.6 |
|
| Depreciation and amortization expense | 4.0 |
| | 4.5 |
| | 3.5 |
|
| Interest expense | 9.7 |
| | 7.9 |
| | 4.5 |
|
| Total expenses | 268.5 |
| | 253.5 |
| | 194.2 |
|
| Economic Net Income | $ | 115.0 |
| | $ | 227.7 |
| | $ | 165.2 |
|
| (-) Net Performance Fees | 59.7 |
| | 128.5 |
| | 53.4 |
|
| (-) Investment Income | 4.8 |
| | 16.0 |
| | 22.7 |
|
| (+) Equity-based Compensation | 13.9 |
| | 3.0 |
| | 0.2 |
|
| (=) Fee-Related Earnings | $ | 64.4 |
| | $ | 86.2 |
| | $ | 89.3 |
|
| (+) Realized Net Performance Fees | 18.6 |
| | 109.8 |
| | 66.2 |
|
| (+) Realized Investment Income | 8.4 |
| | 17.5 |
| | 13.1 |
|
| (=) Distributable Earnings | $ | 91.4 |
| | $ | 213.5 |
| | $ | 168.6 |
|
Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013
Total fee revenues were $260.4 million for the year ended December 31, 2014, a decrease of $16.3 million from 2013. The decrease was due primarily to the absence in 2014 of approximately $10.0 million of “catch-up” management fees earned from subsequent closings of our third distressed and corporate opportunities fund (“CSP III”) during the year ended December 31, 2013, approximately $7.4 million in subordinated management fees recognized in 2013 from two CLOs that were liquidated in 2013, and lower AUM in the Vermillion hedge funds. Offsetting these decreases were increases in management fees from the Claren Road and ESG hedge funds from greater assets under management of $16.3 million. The weighted average management fee rate on our hedge funds decreased from 1.77% at December 31, 2013 to 1.73% at December 31, 2014 due to higher AUM in the ESG hedge funds, which charge a lower rate, and decreases in AUM in the Vermillion hedge funds. The weighted average management fee rate on our carry funds decreased from 1.53% at December 31, 2013 to 1.48% at December 31, 2014 due to a step down in fee basis from commitments to invested capital on our second corporate mezzanine fund (“CMP II”).
Interest and other income was $5.8 million for the year ended December 31, 2014 as compared to $4.2 million in 2013.
Total compensation and benefits was $201.9 million and $180.2 million for the years ended December 31, 2014 and 2013, respectively. Performance fee related compensation expense was $52.8 million and $55.8 million for the years ended December 31, 2014 and 2013, respectively. With respect to Claren Road, ESG, and Vermillion, where we only include our respective 55% economic interests in our Non-GAAP results, performance fee related compensation expense can vary as a percentage of performance fees based on a variety of factors, including absolute and relative performance to comparable peers. As a result, the percentage of performance fee related compensation expense to performance fees is generally not a comparable measurement for Global Market Strategies from period to period.
Direct and indirect base compensation increased $13.8 million for the year ended December 31, 2014 as compared to 2013, which primarily relates to incremental compensation costs related to increased headcount, promotions, and bonuses.
Equity-based compensation was $13.9 million for the year ended December 31, 2014, an increase from $3.0 million for the year ended December 31, 2013. The increase is due primarily to the ongoing granting of deferred restricted common units to new and existing employees during 2013 and 2014 and, to a lesser extent, a decrease in the estimated forfeiture rates during the second quarter of 2013.
General, administrative and other indirect expenses decreased $8.0 million to $52.9 million for the year ended December 31, 2014 as compared to 2013. The decrease is primarily due to higher external costs associated with fundraising activities for the business development companies and for carry funds during 2013 as compared to 2014.
Depreciation and amortization expense was $4.0 million for the year ended December 31, 2014, a decrease from $4.5 million in 2013.
Interest expense increased $1.8 million, or 23%, for the year ended December 31, 2014 as compared to 2013. This increase was due primarily to the allocated interest on $400 million and $200 million of 5.625% senior notes due 2043 issued in March 2013 and March 2014, respectively.
Economic Net Income. ENI was $115.0 million for the year ended December 31, 2014, a decrease of $112.7 million from $227.7 million in 2013. The decrease in ENI for the year ended December 31, 2014 as compared to 2013 was due to a decrease in net performance fees of $68.8 million, a decrease in fee related earnings of $21.8 million, a decrease in investment income of $11.2 million, and an increase in equity-based compensation of $10.9 million.
Fee Related Earnings. Fee related earnings decreased $21.8 million to $64.4 million for the year ended December 31, 2014 as compared to 2013. The decrease was primarily due to a decrease in fee revenues of $16.3 million and an increase in direct and indirect base compensation of $13.8 million. These decreases were partially offset by a decrease in general, administrative and other indirect expenses of $8.0 million.
Performance Fees. Performance fees of $112.5 million and $184.3 million in 2014 and 2013, respectively, are inclusive of performance fees reversed of approximately $12.0 million and $0.7 million, respectively. Performance fees for this segment by type of fund are as follows:
|
| | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 |
| | (Dollars in millions) |
| Carry funds | $ | 84.6 |
| | $ | 62.5 |
|
| Hedge funds | (3.0 | ) | | 115.1 |
|
| Structured credit funds | 27.6 |
| | 6.7 |
|
| Business development companies | 3.3 |
| | — |
|
| Performance fees | $ | 112.5 |
| | $ | 184.3 |
|
Performance fees for the year ended December 31, 2014 were generated primarily by our carry funds, including $34.4 million from CSP III, $29.6 million from our first energy mezzanine fund (“CEMOF I”), and $27.9 million from CMP II. Our carry funds in this segment appreciated 20% and 28% during the years ended December 31, 2014 and 2013, respectively. Performance fees for the year ended December 31, 2013 were generated primarily by the hedge funds, including $39.9 million from the Claren Road Master Fund, $39.6 million from the ESG Cross Border Equity Fund, and $19.1 million from the Claren Road Opportunities Fund, as well as the carry funds, including $38.3 million of performance fees from our second distressed and corporate opportunities fund (“CSP II”).
Net performance fees decreased $68.8 million to $59.7 million for the year ended December 31, 2014 as compared to $128.5 million in 2013.
Investment Income. Investment income was $4.8 million for the year ended December 31, 2014 compared to $16.0 million in 2013. The decrease in investment income was due primarily to a realization of a debt investment in 2013 that resulted in a net investment gain of approximately $4.7 million. Also contributing to the decrease was lower appreciation on our CLO investments in 2014 as compared to 2013, which resulted in a decrease in investment income of $4.2 million from 2013 to 2014.
Distributable Earnings. Distributable earnings decreased $122.1 million to $91.4 million for the year ended December 31, 2014 from $213.5 million in 2013. The decrease related to a decrease in realized net performance fees of $91.2 million driven primarily by the hedge funds, a decrease in fee related earnings of $21.8 million, and a decrease in realized investment income of $9.1 million for the year ended December 31, 2014 as compared to 2013.
Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
Total fee revenues were $276.7 million for the year ended December 31, 2013, an increase of $33.5 million from 2012. The increase was due primarily to approximately $10.0 million of “catch-up” management fees earned from subsequent closings of CSP III during the year ended December 31, 2013, an increase of $18.8 million in management fees from the Claren Road and ESG hedge funds from greater assets under management, an increase in management fees of $10.8 million generated by CLOs that were started in 2012 and 2013, and $7.0 million of increased management fees from the acquisition of Vermillion on October 1, 2012. These increases were partially offset by approximately $13.2 million of “catch-up” management fees earned in 2012 from subsequent closings of CEMOF I in 2012. The weighted average management fee rate on our hedge funds decreased from 1.82% at December 31, 2012 to 1.77% at December 31, 2013 due to a higher proportion of Fee-earning AUM related to ESG funds, which charge a lower rate than the Claren Road funds. The weighted average management fee rate on our carry funds increased from 1.46% at December 31, 2012 to 1.53% at December 31, 2013 due to increased commitments to CSP III, which is currently in the investment period. Fee-earning AUM was $33.4 billion and $31.0 billion as of December 31, 2013 and 2012, respectively, reflecting an increase of $2.4 billion.
Interest and other income was $4.2 million for the year ended December 31, 2013 as compared to $2.3 million in 2012.
Total compensation and benefits was $180.2 million and $145.6 million for the years ended December 31, 2013 and 2012, respectively. Performance fee related compensation expense was $55.8 million and $37.8 million for the years ended December 31, 2013 and 2012, respectively, reflecting the increase in performance fees. With respect to Claren Road, ESG, and Vermillion, where we only include our respective 55% economic interests in our Non-GAAP results, performance fee related
compensation expense can vary as a percentage of performance fees based on a variety of factors, including absolute and relative performance to comparable peers. As a result, the percentage of performance fee related compensation expense to performance fees is generally not a comparable measurement for Global Market Strategies from period to period.
Direct and indirect base compensation increased $13.8 million for the year ended December 31, 2013 as compared to 2012, which primarily related to the acquisition of Vermillion in October 2012 and higher compensation levels at the hedge funds.
Equity-based compensation was $3.0 million for the year ended December 31, 2013, an increase from $0.2 million for the year ended December 31, 2012. The increase is due primarily to expense associated with grants of deferred restricted common units that occurred subsequent to the initial public offering in May 2012.
General, administrative and other indirect expenses increased $20.3 million to $60.9 million for the year ended December 31, 2013 as compared to 2012. The expense increase primarily reflected higher expenses in 2013 associated with fundraising activities for CSP III and the business development companies, incremental costs associated with the acquisition of Vermillion in October 2012, as well as lower expenses in 2012 from proceeds from an insurance settlement recognized in 2012.
Depreciation and amortization expense was $4.5 million for the year ended December 31, 2013, an increase from $3.5 million in 2012.
Interest expense increased $3.4 million, or 76%, for the year ended December 31, 2013 as compared to 2012. This increase was due primarily to a higher level of outstanding borrowings in 2013 as compared to 2012 and higher interest rates on outstanding borrowings in 2013 as compared to 2012 resulting from the issuances in 2013 of the 3.875% senior notes and the 5.625% senior notes.
Economic Net Income. ENI was $227.7 million for the year ended December 31, 2013, an increase of $62.5 million from $165.2 million in 2012. The increase in ENI for the year ended December 31, 2013 as compared to 2012 was primarily driven by an increase in net performance fees of $75.1 million. This increase was partially offset by a decrease in investment income of $6.7 million and a decrease in fee related earnings of $3.1 million.
Fee Related Earnings. Fee related earnings decreased $3.1 million to $86.2 million for the year ended December 31, 2013 as compared to 2012. The decrease was primarily due to increases in general, administrative and other indirect expenses of $20.3 million, base compensation expense of $13.8 million, and interest expense of $3.4 million, partially offset by increases in fee revenues of $33.5 million.
Performance Fees. Performance fees of $184.3 million and $91.2 million in 2013 and 2012, respectively, are inclusive of performance fees reversed of approximately $0.7 million and $0.7 million, respectively. Performance fees for this segment by type of fund are as follows:
|
| | | | | | | |
| | Year Ended December 31, |
| | 2013 | | 2012 |
| | (Dollars in millions) |
| Carry funds | $ | 62.5 |
| | $ | 59.9 |
|
| Hedge funds | 115.1 |
| | 28.2 |
|
| Structured credit funds | 6.7 |
| | 3.1 |
|
| Performance fees | $ | 184.3 |
| | $ | 91.2 |
|
Performance fees for the year ended December 31, 2013 were generated primarily by the hedge funds, including $39.9 million from the Claren Road Master Fund, $39.6 million from the ESG Cross Border Equity Fund, and $19.1 million from the Claren Road Opportunities Fund, as well as the carry funds, including $38.3 million of performance fees from CSP II. Performance fees for the year ended December 31, 2012 were generated primarily by the distressed debt funds, including $56.8 million from CSP II, and the hedge funds, including $12.7 million from the Claren Road Master Fund.
Net performance fees increased $75.1 million to $128.5 million for the year ended December 31, 2013 as compared to $53.4 million in 2012.
Investment Income. Investment income was $16.0 million for the year ended December 31, 2013 compared to $22.7 million in 2012. The decrease in investment income from 2012 to 2013 was due primarily to changes in the fair value of our investments in our CLOs. The net appreciation of our investments in our CLOs during 2013 was less than the net appreciation recognized in 2012.
Distributable Earnings. Distributable earnings increased $44.9 million to $213.5 million for the year ended December 31, 2013 from $168.6 million in 2012. The increase related primarily to increases in net realized performance fees of $43.6 million and realized investment income of $4.4 million, partially offset by a decrease in fee related earnings of $3.1 million for the year ended December 31, 2013 as compared to 2012.
Fee-earning AUM as of and for each of the Three Years in the Period Ended December 31, 2014.
Fee-earning AUM is presented below for each period together with the components of change during each respective period.
The table below breaks out Fee-earning AUM by its respective components at each period.
|
| | | | | | | | | | | |
| | As of December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Global Market Strategies | | | |
| Components of Fee-earning AUM (1) | | | |
| Fee-earning AUM based on capital commitments | $ | 1,916 |
| | $ | 2,439 |
| | $ | 2,077 |
|
| Fee-earning AUM based on invested capital | 653 |
| | 607 |
| | 1,066 |
|
| Fee-earning AUM based on collateral balances, at par | 17,631 |
| | 16,465 |
| | 16,155 |
|
| Fee-earning AUM based on net asset value | 12,812 |
| | 13,593 |
| | 11,724 |
|
| Fee-earning AUM based on other (2) | 886 |
| | 307 |
| | 12 |
|
| Total Fee-earning AUM | $ | 33,898 |
| | $ | 33,411 |
| | $ | 31,034 |
|
| Weighted Average Management Fee Rates (3) | | | |
| All Funds, excluding CLOs | 1.69 | % | | 1.73 | % | | 1.75 | % |
| |
(1) | For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.” |
| |
(2) | Includes funds with fees based on notional value and gross asset value. |
| |
(3) | Represents the aggregate effective management fee rate for carry funds and hedge funds, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Management fees for CLOs are based on the total par amount of the assets (collateral) in the fund and are not calculated as a percentage of equity and are therefore not included. |
The table below provides the period to period rollforward of Fee-earning AUM.
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Global Market Strategies | | | |
| Fee-earning AUM Rollforward | | | |
| Balance, Beginning of Period | $ | 33,411 |
| | $ | 31,034 |
| | $ | 23,186 |
|
| Acquisitions | — |
| | 78 |
| | 5,126 |
|
| Inflows, including Commitments (1) | 2 |
| | 639 |
| | 1,283 |
|
| Outflows, including Distributions (2) | (479 | ) | | (462 | ) | | (511 | ) |
| Subscriptions, net of Redemptions (3) | 767 |
| | 959 |
| | 1,786 |
|
| Changes in CLO collateral balances (4) | 1,887 |
| | 56 |
| | 311 |
|
| Market Appreciation/(Depreciation) (5) | (1,548 | ) | | 834 |
| | (164 | ) |
| Foreign Exchange and other (6) | (142 | ) | | 273 |
| | 17 |
|
| Balance, End of Period | $ | 33,898 |
| | $ | 33,411 |
| | $ | 31,034 |
|
| |
(1) | Inflows represent limited partner capital raised and capital invested by our carry funds outside the investment period and investments in our business development companies. |
| |
(2) | Outflows represent limited partner distributions from our carry funds and changes in basis for our carry funds where the investment period has expired and distributions from our business development companies. |
| |
(3) | Represents subscriptions and redemptions in our hedge funds and mutual fund. Net redemption notifications received during Q4 2014 will reduce January 1, 2015 hedge fund AUM by approximately $2.2 billion. |
| |
(4) | Represents the change in the aggregate Fee-earning collateral balances at par of our CLOs/structured products, as of the quarterly cut-off dates. |
| |
(5) | Market Appreciation/ (Depreciation) represents changes in the net asset value of our hedge funds and mutual fund. |
| |
(6) | Includes activity of funds with fees based on gross asset value. Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
Fee-earning AUM was $33.9 billion at December 31, 2014, an increase of $0.5 billion, or 1%, compared to $33.4 billion at December 31, 2013. This was driven by a $1.9 billion increase in the aggregate par value of our CLO collateral balances as a result of the eight new CLOs issued during the year and $0.8 billion of subscriptions, net of redemptions in our hedge funds. These increases are offset by $1.5 billion in market depreciation, primarily in our hedge funds and $0.5 billion in distributions from our fully invested carry funds. Distributions from carry funds still in the investment period do not impact Fee-earning AUM as these funds are based on commitments and not invested capital.
Fee-earning AUM was $33.4 billion at December 31, 2013, an increase of $2.4 billion, or 8%, compared to $31.0 billion at December 31, 2012. This increase was driven by $1.0 billion of subscriptions, net of redemptions, market appreciation of $0.8 billion in our hedge funds and $0.6 billion of new commitments raised by our carry funds. These increases are offset by $0.5 billion in distributions from our fully invested carry funds.
Fee-earning AUM was $31.0 billion at December 31, 2012, an increase of $7.8 billion, or 34%, compared to $23.2 billion at December 31, 2011. This increase was primarily a result of the acquisitions of certain CLO management contracts from Highland Capital Management, L.P. and a 55% equity interest in Vermillion Asset Management, resulting in additional Fee-earning AUM of $5.1 billion. Additional inflows consisted of $1.8 billion of subscriptions, net of redemptions in our hedge funds, and $1.2 billion of new commitments raised by our carry funds. The $0.3 billion increase in the aggregate par value of our CLO collateral balances was a result of the four new CLOs issued during the year, offset by the liquidation of certain existing CLOs according to their business plan. These increases are offset by $0.5 billion in distributions from our fully invested carry funds.
Total AUM as of and for each of the Three Years in the Period Ended December 31, 2014.
The table below provides the period to period rollforwards of Available Capital and Fair Value of Capital, and the resulting rollforward of Total AUM.
|
| | | | | | | | | | | |
| | Available Capital | | Fair Value of Capital | | Total AUM |
| | (Dollars in millions) |
| Global Market Strategies | | |
| Balance, As of December 31, 2011 | $ | 1,079 |
| | $ | 23,434 |
| | $ | 24,513 |
|
| Acquisitions | — |
| | 5,178 |
| | 5,178 |
|
| Commitments (1) | 1,202 |
| | — |
| | 1,202 |
|
| Capital Called, net (2) | (625 | ) | | 543 |
| | (82 | ) |
| Distributions (3) | 164 |
| | (1,008 | ) | | (844 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | 1,763 |
| | 1,763 |
|
| Changes in CLO collateral balances (5) | — |
| | 481 |
| | 481 |
|
| Market Appreciation/(Depreciation) (6) | — |
| | 311 |
| | 311 |
|
| Foreign exchange and other (7) | — |
| | 20 |
| | 20 |
|
| Balance, As of December 31, 2012 | $ | 1,820 |
| | $ | 30,722 |
| | $ | 32,542 |
|
| Acquisitions | — |
| | 78 |
| | 78 |
|
| Commitments (1) | 319 |
| | — |
| | 319 |
|
| Capital Called, net (2) | (945 | ) | | 1,212 |
| | 267 |
|
| Distributions (3) | 264 |
| | (1,055 | ) | | (791 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | 992 |
| | 992 |
|
| Changes in CLO collateral balances (5) | — |
| | 399 |
| | 399 |
|
| Market Appreciation/(Depreciation) (6) | — |
| | 1,380 |
| | 1,380 |
|
| Foreign exchange and other (7) | — |
| | 291 |
| | 291 |
|
| Balance, As of December 31, 2013 | $ | 1,458 |
| | $ | 34,019 |
| | $ | 35,477 |
|
| Acquisitions | — |
| | — |
| | — |
|
| Commitments (1) | 150 |
| | — |
| | 150 |
|
| Capital Called, net (2) | (566 | ) | | 812 |
| | 246 |
|
| Distributions (3) | 474 |
| | (887 | ) | | (413 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | 924 |
| | 924 |
|
| Changes in CLO collateral balances (5) | — |
| | 2,087 |
| | 2,087 |
|
| Market Appreciation/(Depreciation) (6) | — |
| | (1,237 | ) | | (1,237 | ) |
| Foreign exchange and other (7) | (4 | ) | | (489 | ) | | (493 | ) |
| Balance, As of December 31, 2014 (8) | $ | 1,512 |
| | $ | 35,229 |
| | $ | 36,741 |
|
| |
(1) | Represents capital raised by our carry funds, net of expired available capital. |
| |
(2) | Represents capital called by our carry funds and business development companies, net of fund fees and expenses. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates. |
| |
(3) | Represents distributions from our carry funds and business development companies, net of amounts recycled. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized. |
| |
(4) | Represents the net result of subscriptions to and redemptions from our hedge funds and mutual fund. Net redemption notifications received during Q4 2014 will reduce January 1, 2015 hedge fund AUM by approximately $2.2 billion. |
| |
(5) | Represents the change in the aggregate collateral balance and principal cash at par of the CLOs. |
| |
(6) | Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments and changes in the net asset value of our hedge funds. |
| |
(7) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds and other changes in AUM. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
| |
(8) | Ending balance is comprised of approximately $18.5 billion from our structured credit /other structured product funds, $13.4 billion in our hedge funds, $4.0 billion (including $1.5 billion of Available Capital) in our carry funds, $0.9 billion from our business development companies, and $0.1 billion in our mutual fund. Net redemption notifications received during the fourth quarter of 2014 will reduce January 1, 2015 hedge fund AUM by approximately $2.2 billion. |
Total AUM was $36.7 billion at December 31, 2014, an increase of $1.3 billion, or 4%, compared to $35.5 billion at December 31, 2013. This increase was driven by (a) changes in the aggregate par value of our CLO collateral balances of $2.1 billion, primarily due to eight new issue CLOs raised, and (b) commitments of approximately $0.2 billion related to our carry funds and their related coinvestments. These increases were partially offset by market depreciation of $1.2 billion and distributions in our carry funds of $0.9 billion, of which $0.5 billion was recycled back into available capital. Increases due to subscriptions, net of redemptions, to our hedge funds of $0.9 billion in 2014 are exclusive of approximately $2.2 billion of net redemption notifications effective January 1, 2015.
Total AUM was $35.5 billion at December 31, 2013, an increase of $3.0 billion, or approximately 9%, compared to $32.5 billion at December 31, 2012. This increase was driven by (a) market appreciation of $1.4 billion (b) subscriptions, net of redemptions, to our hedge funds of $1.0 billion, (c) new commitments to our CSP III carry fund of approximately $0.3 billion, and (d) six new issue CLOs raised totaling $3.1 billion, offset by the liquidation of certain existing CLOs in accordance with their business plans. These increases were partially offset by distributions in our carry funds of $1.1 billion, of which $0.3 billion was recycled back into available capital.
Total AUM was $32.5 billion at December 31, 2012, an increase of $8.0 billion, or approximately 33%, compared to $24.5 billion at December 31, 2011. This increase was driven by (a) acquisitions of $5.2 billion related to the Highland CLOs and the 55% equity interest in Vermillion Asset Management, (b) subscriptions, net of redemptions, to our hedge funds of $1.8 billion, (c) new commitments to our CEMOF I and CSP III carry funds of approximately $1.2 billion, and (d) four new issue CLOs raised totaling $2.3 billion, offset by the liquidation of certain existing CLOs in accordance with their business plans. These increases were partially offset by distributions in our carry funds of $1.0 billion, of which $0.2 billion was recycled back into available capital.
Fund Performance Metrics
Fund performance information for certain of our Global Market Strategies Funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A. Risk Factors — Risks Related to Our Business Operations — The historical returns attributable to our funds including those presented in this report should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.”
The following table reflects the performance of certain funds in our Global Market Strategies business. These tables separately present funds that, as of the periods presented, had at least $1.0 billion in capital commitments, cumulative equity invested or total equity value. See “Business — Our Family of Funds” for a legend of the fund acronyms listed below.
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | as of December 31, 2014 | | Inception to December 31, 2014 |
| | Fund Inception Date (1) | | Committed Capital | | Cumulative Invested Capital(2) | | Total Fair Value(3) | | MOIC(4) | | Gross IRR(5) | | Net IRR(6) |
| | (Reported in Local Currency, in Millions) |
| CSP II | 6/2007 | | $ | 1,352.3 |
| | $ | 1,352.3 |
| | $ | 2,426.0 |
| | 1.8x | | 17 | % | | 12 | % |
| CEMOF I | 12/2010 | | $ | 1,382.5 |
| | $ | 1,043.1 |
| | $ | 1,364.1 |
| | 1.3x | | 26% |
| | 14% |
|
| |
(1) | The data presented herein that provides “inception to date” performance results for CSP II and CEMOF I related to the period following the formation of the funds in June 2007 and December 2010, respectively. |
| |
(2) | Represents the original cost of investments net of investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC. |
| |
(3) | Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest. |
| |
(4) | Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. |
| |
(5) | Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest. |
| |
(6) | Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. |
|
| | | | | | | | | | | | | | | |
| | Remaining Fair Value (1) | Unrealized MOIC (2) | Total MOIC (3) | % Invested (4) | In Accrued Carry/ (Clawback) (5) | LTM Realized Carry (6) | Catch up Rate | Fee Initiation Date (7) | Quarters Since Fee Initiation | Original Investment Period End Date |
| | As of December 31, 2014 | | | | | |
| Global Market Strategies | | | | | | | | | |
| CEMOF I | $ | 1,004.4 |
| 1.1x | 1.3x | 75 | % | X |
| 100 | % | Dec-10 | 17 |
| Dec-15 |
| CSP II | $ | 404.4 |
| 0.9x | 1.8x | 100 | % | X | X | 80 | % | Dec-07 | 29 |
| Jun-11 |
| All Other Funds (8) | $ | 675.4 |
| 1.1x | 1.5x |
| n/m | n/m |
|
|
|
|
| Coinvestment and Other (9) | $ | 375.4 |
| 1.1x | 1.2x |
| n/m | n/m |
|
|
|
|
| Total Global Market Strategies | $ | 2,459.5 |
| 1.1x | 1.5x | | | | | | | |
| |
(1) | Net asset value of our carry funds. Reflects significant funds with remaining fair value of greater than $100 million. |
| |
(2) | Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost. |
| |
| (3) | Total MOIC represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment levelinvestment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC. |
| |
| (4) | Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors. |
| |
| (5) | Fund has accrued carry/(clawback)(giveback) as of the reporting period. |
| |
| (6) | Fund has realized carry in the last twelve months. |
| |
| (7) | Represents the date of the first capital contribution for management fees. |
| |
| (8) | Aggregate includes the following funds: CSPCMG, CP I, CSPCP II, CP III, CMPCEP I, CEP II, CAP I, CAP II, CBPF, CBPF II, CJP I, CEVP, CETP I, CETP III, CCI, CAVP I, CAVP II, CAGP III, CAGP V, Mexico, MENA, CSABF, CSSAF, CPF, CVP I, CVP II, and CMP II.CUSGF III. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
| |
| (9) | Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Giveback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
| |
(9)(10) | Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated becauseFor purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the indicator does not apply to each fund within the aggregate.reporting period spot rate. |
The following table reflects the performance of the Claren Road Master Fund and the Claren Road Opportunities Fund, which had AUM of approximately $4.8 billion and $2.5 billion, respectively, as of December 31, 2014:
|
| | | | | | | | | | | |
| | 1 Year (2) | | 3-Year (2) | | 5-Year (2) | | Inception (3) |
| Net Annualized Return (1) |
| |
| |
| |
|
| Claren Road Master Fund | (10 | )% | | (1 | )% | | 1 | % | | 7 | % |
| Claren Road Opportunities Fund | (12 | )% | | — | % | | 4 | % | | 10 | % |
| Barclays Aggregate Bond Index | 6 | % | | 3 | % | | 4 | % | | 5 | % |
| Volatility (4) |
| |
| |
| |
|
| Claren Road Master Fund Standard Deviation (Annualized) | 10 | % | | 7 | % | | 6 | % | | 5 | % |
| Claren Road Opportunities Fund Standard Deviation (Annualized) | 16 | % | | 10 | % | | 9 | % | | 9 | % |
| Barclays Aggregate Bond Index Standard Deviation (Annualized) | 2 | % | | 3 | % | | 3 | % | | 3 | % |
| Sharpe Ratio (1M LIBOR) (5) |
| |
| |
| |
|
| Claren Road Master Fund | (0.99 | ) | | (0.21 | ) | | 0.21 |
| | 0.97 |
|
| Claren Road Opportunities Fund | (0.80 | ) | | (0.05 | ) | | 0.40 |
| | 0.89 |
|
| Barclays Aggregate Bond Index | 2.51 |
| | 0.93 |
| | 1.58 |
| | 1.04 |
|
| |
(1) | For the Claren Road funds, net annualized return is presented for fee-paying investors only on a total return basis, net of all fees and expenses. The Barclays Aggregate Bond Index is a market-value weighted, intermediate-term bond index of over 8,400 intermediate-term government bonds, investment grade corporate debt securities and mortgage-backed securities. This index is an unmanaged statistical composite and its returns do not include payment of any sales charge or fees an investor would pay to purchase the securities the index represents, which would lower performance if taken into account. The index results are shown for illustrative purposes only. |
| |
(2) | As of December 31, 2014. |
| |
(3) | The Claren Road Master Fund was established in January 2006. The Claren Road Opportunities Fund was established in April 2008. Performance is from inception through December 31, 2014. |
| |
(4) | Volatility is the annualized standard deviation of monthly net investment returns. |
| |
(5) | The Sharpe Ratio compares the historical excess return on an investment over the risk free rate of return with its historical annualized volatility. |
The following table reflects the performance of the ESG Cross Border Equity Master Fund Ltd. and the ESG Domestic Opportunity Master Fund, Ltd, which had AUM of approximately $3.5 billion and $1.1 billion, respectively, as of December 31, 2014:
|
| | | | | | | | | | | |
| | 1 Year (2) | | 3-Year (2) | | 5-Year (2) | | Inception (3) |
| Net Annualized Return (1) |
| |
| |
| |
|
| CBE | (7 | )% | | 4 | % | | 6 | % | | 5 | % |
| DOF | (1 | )% | | 8 | % | | n/a |
| | 5 | % |
| MSCI EM index | (2 | )% | | 4 | % | | 2 | % | | 3 | % |
| Volatility (4) |
| |
| |
| |
|
| CBE Standard Deviation (Annualized) | 7 | % | | 6 | % | | 6 | % | | 8 | % |
| DOF Standard Deviation (Annualized) | 11 | % | | 9 | % | | n/a |
| | 11 | % |
| MSCI EM index Standard Deviation (Annualized) | 14 | % | | 15 | % | | 19 | % | | 25 | % |
| Sharpe Ratio (1M LIBOR) (5) |
| |
| |
| |
|
| CBE | (1.05 | ) | | 0.66 |
| | 1.09 |
| | 0.55 |
|
| DOF | (0.12 | ) | | 0.87 |
| | n/a | | 0.49 |
|
| MSCI EM index | (0.16 | ) | | 0.28 |
| | 0.11 |
| | 0.10 |
|
| |
(1) | For the ESG funds, net annualized return is presented on a total return basis, net of all fees and expenses. The MSCI EM Index comprises large and mid-cap securities across 21 emerging markets countries. This index is an unmanaged statistical composite and its returns do not include payment of any sales charges or fees an investor would pay to |
purchase the securities the index represents, which would lower performance if taken into account. The index results are shown for illustrative purposes only.
| |
(2) | As of December 31, 2014. |
| |
(3) | The CBE Fund was established in January 2007. The DOF Fund was established in April 2011. Performance is from inception through December 31, 2014. |
| |
(4) | Volatility is the annualized standard deviation of monthly net investment returns. |
| |
(5) | The Sharpe Ratio compares the historical excess return on an investment over the risk free rate of return with its historical annualized volatility. |
The asset-weighted hedge fund performance of our reported funds was (9.1%) for 2014 versus 8.4% for 2013.
Real Assets
For purposes of presenting our results of operations for this segment, our earnings from our investments in NGP are presented in the respective operating captions and for 2013, the net income or loss from the consolidation of Urbplan allocable to the Partnership (after consideration of amounts allocable to non-controlling interests) is presented within investment income. We disposed of our interests in Urbplan in a transaction in which a third party acquired operational control and all of the economic interests in Urbplan in 2017. With this transaction, we deconsolidated Urbplan from our financial results (see Note 15 to our consolidated financial statements) and we expect that this will reduce investment losses in the segment going forward. The following table presents our results of operations for our Real Assets segment:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Segment Revenues | | | | | | | | | | |
| Fund level fee revenues | | | | | | | | | | |
| Fund management fees | $ | 223.8 |
| | $ | 188.9 |
| | $ | 141.0 |
| $ | 263.6 |
| | $ | 251.1 |
| | $ | 255.9 |
|
| Portfolio advisory fees, net | 0.8 |
| | 1.3 |
| | 1.7 |
| 0.8 |
| | 0.2 |
| | 0.4 |
|
| Transaction fees, net | 1.6 |
| | 3.9 |
| | 5.0 |
| 4.5 |
| | — |
| | 2.1 |
|
| Total fund level fee revenues | 226.2 |
| | 194.1 |
| | 147.7 |
| 268.9 |
| | 251.3 |
| | 258.4 |
|
| Performance fees |
| |
| |
| | | | | |
| Realized | 88.5 |
| | 40.5 |
| | 106.6 |
| 92.0 |
| | 53.1 |
| | 163.2 |
|
| Unrealized | (39.5 | ) | | 43.4 |
| | (13.2 | ) | 268.3 |
| | 274.0 |
| | (42.5 | ) |
| Total performance fees | 49.0 |
| | 83.9 |
| | 93.4 |
| 360.3 |
| | 327.1 |
| | 120.7 |
|
| Investment income (loss) |
| |
| |
| | | | | |
| Realized | (32.2 | ) | | (22.7 | ) | | (0.1 | ) | (63.2 | ) | | (20.6 | ) | | (93.6 | ) |
| Unrealized | (15.7 | ) | | (62.3 | ) | | (4.9 | ) | 26.7 |
| | 1.4 |
| | 63.1 |
|
| Total investment income (loss) | (47.9 | ) | | (85.0 | ) | | (5.0 | ) | |
| Interest and other income | 4.7 |
| | 2.0 |
| | 1.7 |
| |
| Total investment loss | | (36.5 | ) | | (19.2 | ) | | (30.5 | ) |
| Interest income | | 3.0 |
| | 1.7 |
| | 0.3 |
|
| Other income | | 2.2 |
| | 1.6 |
| | 2.6 |
|
| Total revenues | 232.0 |
| | 195.0 |
| | 237.8 |
| 597.9 |
| | 562.5 |
| | 351.5 |
|
| Segment Expenses |
| |
| |
| | | | | |
| Compensation and benefits |
| |
| |
| | | | | |
| Direct base compensation | 75.2 |
| | 70.2 |
| | 71.1 |
| 77.6 |
| | 72.1 |
| | 70.0 |
|
| Indirect base compensation | 48.5 |
| | 30.4 |
| | 24.5 |
| 50.5 |
| | 39.1 |
| | 39.3 |
|
| Equity-based compensation | 19.2 |
| | 4.6 |
| | 0.4 |
| 34.9 |
| | 26.3 |
| | 25.0 |
|
| Performance fee related |
| |
| |
| | | | | |
| Realized | 30.1 |
| | (4.0 | ) | | 7.3 |
| 41.6 |
| | 37.6 |
| | 68.5 |
|
| Unrealized | 32.1 |
| | 56.7 |
| | 17.3 |
| 75.3 |
| | 81.9 |
| | 26.3 |
|
| Total compensation and benefits | 205.1 |
| | 157.9 |
| | 120.6 |
| 279.9 |
| | 257.0 |
| | 229.1 |
|
| General, administrative, and other indirect expenses | 72.2 |
| | 58.4 |
| | 41.9 |
| 78.5 |
| | 67.1 |
| | 74.6 |
|
| Depreciation and amortization expense | 3.6 |
| | 4.3 |
| | 3.9 |
| 7.1 |
| | 5.9 |
| | 4.3 |
|
| Interest expense | 9.9 |
| | 8.2 |
| | 4.4 |
| 17.0 |
| | 16.0 |
| | 10.6 |
|
| Total expenses | 290.8 |
| | 228.8 |
| | 170.8 |
| 382.5 |
| | 346.0 |
| | 318.6 |
|
| Economic Net Income (Loss) | $ | (58.8 | ) | | $ | (33.8 | ) | | $ | 67.0 |
| |
| Economic Income | | $ | 215.4 |
| | $ | 216.5 |
| | $ | 32.9 |
|
| (-) Net Performance Fees | (13.2 | ) | | 31.2 |
| | 68.8 |
| 243.4 |
| | 207.6 |
| | 25.9 |
|
| (-) Investment Income (Loss) | (47.9 | ) | | (85.0 | ) | | (5.0 | ) | |
| (-) Investment Loss | | (36.5 | ) | | (19.2 | ) | | (30.5 | ) |
| (+) Equity-based Compensation | 19.2 |
| | 4.6 |
| | 0.4 |
| 34.9 |
| | 26.3 |
| | 25.0 |
|
| (=) Fee-Related Earnings | $ | 21.5 |
| | $ | 24.6 |
| | $ | 3.6 |
| |
| (+) Net interest | | 14.0 |
| | 14.3 |
| | 10.3 |
|
| (+) Reserve for Litigation and Contingencies | | (5.8 | ) | | — |
| | 9.2 |
|
| (=) Fee Related Earnings | | $ | 51.6 |
| | $ | 68.7 |
| | $ | 82.0 |
|
| (+) Realized Net Performance Fees | 58.4 |
| | 44.5 |
| | 99.3 |
| 50.4 |
| | 15.5 |
| | 94.7 |
|
| (+) Realized Investment Income (Loss) | (32.2 | ) | | (22.7 | ) | | (0.1 | ) | |
| (+) Realized Investment Loss | | (63.2 | ) | | (20.6 | ) | | (93.6 | ) |
| (+) Net interest | | (14.0 | ) | | (14.3 | ) | | (10.3 | ) |
| (=) Distributable Earnings | $ | 47.7 |
| | $ | 46.4 |
| | $ | 102.8 |
| $ | 24.8 |
| | $ | 49.3 |
| | $ | 72.8 |
|
Year Ended December 31, 20142017 Compared to the Year Ended December 31, 20132016 and Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Total fee revenues were $226.2
Distributable Earnings
Distributable earnings decreased $24.5 million for the year ended December 31, 2014, an increase2017 as compared to 2016 and decreased $23.5 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of $32.1the change in distributable earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Distributable earnings, prior year | $ | 49.3 |
| $ | 72.8 |
|
| Increases (decreases): | | |
| Increase (decrease) in realized net performance fees | 34.9 |
| (79.2 | ) |
| (Increase) decrease in realized investment loss | (42.6 | ) | 73.0 |
|
| Decrease in fee related earnings | (17.1 | ) | (13.3 | ) |
| Decrease (increase) in net interest | 0.3 |
| (4.0 | ) |
| Total decrease | (24.5 | ) | (23.5 | ) |
| Distributable earnings, current year | $ | 24.8 |
| $ | 49.3 |
|
Realized Net Performance Fees. Realized net performance fees increased $34.9 million from 2013.for the year ended December 31, 2017 as compared to 2016, and decreased $79.2 million for the year ended December 31, 2016 as compared to 2015. The increase in total fee revenues reflects an increaserealized net performance fees for the year ended December 31, 2017 as compared to 2016 was primarily due to higher realizations on a certain U.S real estate fund and our power opportunities fund as well as the absence in fund management2017 of the 2016 realization of giveback obligations on two of our Legacy Energy funds (Energy II and Energy III), which resulted in a decrease of $35.9 million in realized net performance fees of $34.9 million,in 2016. These realizations were partially offset by lower realizations on a declineEurope real estate external coinvestment fund in 2017 as compared to 2016. The decrease in realized net portfolio advisoryperformance fees for the year ended December 31, 2016 as compared to the year ended December 31, 2015 was primarily due to lower realizations in our U.S. real estate funds in 2016 as compared to 2015 and the absence in 2016 of realizations in our power opportunities fund. In addition, we realized the giveback obligations in 2016 on Energy II and Energy III, which resulted in a decrease of $35.9 million in realized net performance fees. Realized net performance fees were primarily generated by the following funds for the years ended December 31, 2017, 2016 and 2015, respectively:
|
| | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| CRP VI | CRP VI | CRP VI |
| CPOCP | CEREP III - External
Co-invest | CRP III |
| CRP III | CPOCP |
Realized Investment Loss. Realized investment loss increased $42.6 million for the year ended December 31, 2017 as compared to 2016, and realized investment loss decreased $73.0 million for the year ended December 31, 2016 as compared to 2015. The increase in realized investment loss for the year ended December 31, 2017 as compared to 2016 primarily relates to the recognition of $75.0 million of Urbplan losses, including a $65.0 million realized investment loss in 2017 associated with the disposal of our interests in Urbplan in a transaction feesin which a third party acquired operational control and all of $2.8the economic interests in Urbplan. With this transaction, we deconsolidated Urbplan from our financial results (see Note 15 to the consolidated financial statements). Additionally, we recognized realized investment losses related to Urbplan of $37.1 million during 2016. These realized losses in 2017 were partially offset by higher realized gains on investments in our Europe real estate funds in 2017 as compared to 2016 and higher realized gains on NGP fund investments in 2016 as compared to 2017.
The decrease in realized investment loss for the year ended December 31, 2016 as compared to 2015 primarily relates to the absence in 2016 of the realized investment loss recorded in 2015 relating to the realization of Carlyle's cumulative losses from our guarantee of liabilities of Carlyle Europe Real Estate Partners I, L.P. (“CEREP I”) associated with an adverse court
judgment in a French tax court proceeding of $80 million. (See Note 9 to the consolidated financial statements.) Additionally, there were higher realized investment losses of $16.0 million in 2016 as compared to 2015 associated with Urbplan. These realized investment losses were partially offset by higher realized gains on investments in our real estate funds and the NGP funds.
Fee Related Earnings
Fee related earnings decreased $17.1 million for the year ended December 31, 2017 as compared to 2016 and decreased $13.3 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the change in fee related earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Fee related earnings, prior year | $ | 68.7 |
| $ | 82.0 |
|
| Increases (decreases): | | |
| Increase (decrease) in fee revenues | 17.6 |
| (7.1 | ) |
| Increase in direct and indirect base compensation | (16.9 | ) | (1.9 | ) |
Increase in general, administrative and other
expenses | (17.2 | ) | (1.7 | ) |
| Increase in interest expense | (1.0 | ) | (5.4 | ) |
| All other changes | 0.4 |
| 2.8 |
|
| Total decrease | (17.1 | ) | (13.3 | ) |
| Fee related earnings, current year | $ | 51.6 |
| $ | 68.7 |
|
Fee Revenues. Total fee revenues increased $17.6 million for the year ended December 31, 2017 as compared to 2016 and decreased $7.1 million for the year ended December 31, 2016 as compared to the same period in 2015, due to the following:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Higher (lower) fund management fees | $ | 12.5 |
| $ | (4.8 | ) |
| Higher (lower) transaction fees | 4.5 |
| (2.1 | ) |
| Higher (lower) portfolio advisory fees | 0.6 |
| (0.2 | ) |
| Total increase (decrease) in fee revenues | $ | 17.6 |
| $ | (7.1 | ) |
The increase in fund management fees for the year ended December 31, 2017 as compared to 2016 primarily reflects $40.9 million of incrementalincreased management fees earnedfrom our eighth real estate fund (“CRP VIII”), which had its first closing in 2014 from2017. This increase was partially offset by a $8.6 million decrease in catch-up management fees for the year ended December 31, 2017 as compared to 2016. While there were no significant catch-up management fees during 2017, catch-up management fees of $8.6 million for the year ended December 31, 2016 were primarily due to subsequent closes in 2016 for our second power fund (“CPP II”) and our first international energy fund (“CIEP I”), which commenced its investment period.
The decrease in September 2013, includingfund management fees for the year ended December 31, 2016 as compared to 2015 primarily reflects a $15.2 million decrease in catch-up management fees earnedfrom $23.8 million in 2014 from2015 to $8.6 million in 2016. The higher catch-up management fees in 2015 primarily related to subsequent closings of that fund of approximately $14.4 million. Also contributing to the increase was $16.1 million of incremental management fees from the commencement of management feesin 2015 on our seventh U.S. real estate fund (“CRP VII”) in 2014, which includes $3.3 million of catch-up management fees from subsequent closings of that fund., CIEP I and CPP II. This increasedecrease was partially offset by declines inincreased management fee revenues due to higher assets under management from additional commitments raised during 2015 and 2016 for CPP II, CRP VII, and CIEP I as well as the activation of management fees from distributions from certain other U.S. and European real estate funds andin NGP management fee funds outside of their investment periods. XI.
The total weighted average management fee rate increaseddeclined to 1.31% when compared to 1.18%1.20% at December 31, 2013,2017 from 1.26% at December 31, 2016 primarily due to commitments to CRP VII and CIEP I. Despite the step down from commitments to invested capital in one of our Legacy Energynew funds (“Renew II”), from which we are entitled a 10% allocation ofbeing raised with lower management fee related revenues, therates. The weighted average management fee rate for funds in the investment period increased from 1.27%decreased to 1.35% at December 31, 2013 to 1.54%2017 from 1.43% at December 31, 20142016.
The total weighted average management fee rate increased to 1.26% at December 31, 2016 from 1.24% at December 31, 2015 primarily due to fundraisingfunds inside the investment period accounting for a larger portion of Fee-earning AUM in CIEP I and CRP VII, from which we are entitled to 100% ofthe segment. The weighted average management fee related revenues.rate for funds in the investment period declined to 1.43% at December 31, 2016 from 1.44% at December 31, 2015.
Interest
Direct and other income was $4.7indirect compensation expense. Direct and indirect compensation expense increased $16.9 million for the year ended December 31, 2014,2017 as compared to 2016 primarily due to higher compensation associated with fundraising activities of $8.6 million in 2017 versus 2016 and an increase from $2.0in 2017 cash bonuses.
Direct and indirect compensation expense increased $1.9 million for the year ended December 31, 2016 as compared to 2015 primarily due to increased headcount, partially offset by lower compensation associated with fundraising activities of $3.3 million in 2013.2016 versus 2015.
Total compensationGeneral, administrative and benefitsother indirect expenses. General, administrative and other indirect expenses increased $17.2 million for the year ended December 31, 2017 as compared to 2016. The primary drivers of the increase were foreign currency losses recorded in 2017 as compared to foreign currency gains recorded in 2016, increased real estate costs, and increased external costs associated with fundraising activities of $10.0 million related to CRP VIII.
General, administrative and other indirect expenses increased $1.7 million for the year ended December 31, 2016 as compared to 2015, primarily due to an increase in professional fees, partially offset by a decrease in external costs associated with fundraising activities.
Economic Income
Economic income decreased $1.1 million for the year ended December 31, 2017 as compared to 2016 and economic income increased $183.6 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the change in economic income for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Economic income, prior year | $ | 216.5 |
| $ | 32.9 |
|
| Increases (decreases): | | |
| Increase in net performance fees | 35.8 |
| 181.7 |
|
| (Increase) decrease in investment loss | (17.3 | ) | 11.3 |
|
| Increase in equity-based compensation | (8.6 | ) | (1.3 | ) |
| Decrease in fee related earnings | (17.1 | ) | (13.3 | ) |
| Decrease (increase) in net interest | 0.3 |
| (4.0 | ) |
| Decrease in reserve for litigation and contingencies | 5.8 |
| 9.2 |
|
| Total (decrease) increase | (1.1 | ) | 183.6 |
|
| Economic income, current year | $ | 215.4 |
| $ | 216.5 |
|
Performance Fees. Performance fees (realized and unrealized) increased $33.2 million for the year ended December 31, 2017 as compared to the year ended December 31, 2016 primarily due to higher appreciation from the NGP funds, partially offset by a decrease in performance fees generated by the real estate funds. Performance fees (realized and unrealized) increased $206.4 million for the year ended December 31, 2016 as compared to the year ended December 31, 2015 primarily due to CRP VII exceeding its performance threshold in 2016 and, therefore recognizing performance fees, performance fees generated by the NGP funds in 2016 as compared to performance fee reversals in 2015, and a reduction in the giveback liability associated with certain of our Legacy Energy funds in 2016.
Performance fees are from the following types of funds:
|
| | | | | | | | | | | |
| | Performance Fees |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Real Estate funds | $ | 196.8 |
| | $ | 261.0 |
| | $ | 204.1 |
|
| Natural Resources funds | 161.0 |
| | 42.0 |
| | (0.8 | ) |
| Legacy Energy funds | 2.5 |
| | 24.1 |
| | (82.6 | ) |
| Total performance fees | $ | 360.3 |
| | $ | 327.1 |
| | $ | 120.7 |
|
The $360.3 million of performance fees for the year ended December 31, 2017 was $205.1driven primarily by performance fees recognized from the following funds:
•CRP VII of $107.7 million,
•NGP XI of $96.2 million,
•CIEP I of $54.0 million,
•CRP V of $50.7 million, and $157.9
•our third U.S. real estate fund (“CRP III”) of $27.1 million.
The $327.1 million of performance fees for the year ended December 31, 2016 was driven primarily by performance fees recognized from the following funds:
•CRP VII of $89.4 million,
•our fifth U.S. real estate fund (“CRP V”) of $62.0 million,
•NGP XI of $35.9 million,
•CRP VI of $32.4 million, and
•CRP III of $22.1 million.
The $120.7 million of performance fees for the year ended December 31, 2015 was driven primarily by performance fees recognized from the following funds:
•CRP VI of $101.1 million,
•CRP V of $73.9 million,
•CRP III of $22.9 million,
•Energy III of $(38.7) million, and
•Carlyle/Riverstone Global Energy and Power Fund IV (“Energy IV”) of $(37.8) million.
Performance fees of $360.3 million, $327.1 million, and $120.7 million are inclusive of performance fees reversed of approximately $9.2 million, $4.7 million, and $102.8 million for the years ended December 31, 20142017, 2016 and 2013,2015, respectively. Performance
The appreciation (depreciation) in remaining value of assets for this segment by type of fund are as follows:
|
| | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| Real Estate funds | 17% | 19% | 27% |
| Natural Resources funds | 30% | 24% | (3)% |
| Legacy Energy funds | 6% | 10% | (26)% |
| Total | 19% | 18% | (3)% |
Net performance fees for the year ended December 31, 2017 were $243.4 million, representing an increase of $35.8 million from $207.6 million in net performance fees for the year ended December 31, 2016. The increase in net performance
fees was primarily due to increased performance fees from the NGP funds, for which there is no performance fee related compensation expense, was $62.2 million and $52.7 millionpartially offset by decreased performance fees from the real estate funds.
Net performance fees for the yearsyear ended December 31, 20142016 were $207.6 million, representing an increase of $181.7 million from $25.9 million in net performance fees for the year ended December 31, 2015. The increase in net performance fees primarily relates to increased performance fees from the U.S. real estate funds, the NGP funds, and 2013. reversals of performance fees in the Legacy Energy funds in 2015 as compared to a reduction of the giveback obligation in 2016.
Performance fees earned from the Legacy Energy funds and from NGP funds are allocated solely to Carlyle and are not otherwise shared or allocated with our investment professionals.professionals since the investment teams are employed by Riverstone and NGP, respectively, and not Carlyle. Accordingly, performance fee related compensation expense as a percentage of performance fees is generally not a comparable measurement for Real Assets from period to period.
Direct
Total Investment Loss. Total investment loss (realized and indirect base compensation was $123.7 millionunrealized) for the year ended December 31, 2014 as2017 was $36.5 million compared to $100.6 million for 2013. The increase in compensation was due primarily to increased compensation associated with fundraising efforts for CRP VII and NGP carry funds, as well as incremental compensation costs related to increased headcount, promotions, and bonuses.
Equity-based compensation wastotal investment loss of $19.2 million for the year ended December 31, 2014, an2016. The increase from $4.6 millionin total investment loss for the year ended December 31, 2013. The increase is due primarily to the ongoing granting of deferred restricted common units to new and existing employees during 2013 and 2014 and, to a lesser extent, a decrease in the estimated forfeiture rates during the second quarter of 2013.
General, administrative and other indirect expenses increased $13.8 million to $72.2 million for the year ended December 31, 2014 as compared to 2013. The increase primarily relates to an increase in external costs associated with fundraising activities for CRP VII and CIEP I, as well as an increase in professional fees associated with CIEP I.
Depreciation and amortization expense was $3.6 million for the year ended December 31, 2014, a decline from $4.3 million in 2013.
Interest expense increased $1.7 million, or 21%, for the year ended December 31, 2014 as compared to 2013. This increase was due primarily to the allocated interest on $400 million and $200 million of 5.625% senior notes due 2043 issued in March 2013 and March 2014, respectively.
Economic Net Income (Loss). ENI was $(58.8) million for the year ended December 31, 2014, a decline of $25.0 million from $(33.8) million in 2013. The decline in ENI for the year ended December 31, 2014 as compared to 2013 was due to a decline in net performance fees of $44.4 million, an increase in equity-based compensation of $14.6 million, and a decline in fee related earnings of $3.1 million. These declines were partially offset by a decline in investment losses of $37.1 million.
Fee Related Earnings. Fee related earnings declined $3.1 million for the year ended December 31, 2014 as compared to 2013 to $21.5 million. The decline in fee related earnings is primarily attributable to an increase in direct and indirect base compensation of $23.1 million and an increase in general, administrative, and other indirect expenses of $13.8 million, partially offset by an increase in fee revenues of $32.1 million.
Performance Fees. Performance fees of $49.0 million and $83.9 million for the years ended December 31, 2014 and 2013, respectively, are inclusive of performance fees reversed of approximately $92.5 million and $39.0 million, respectively. Performance fees for this segment by type of fund are as follows:
|
| | | | | | | | | | | | | |
| | Performance Fees | | Carry Fund Portfolio Appreciation / (Depreciation) |
| | Year Ended December 31, | | Year Ended December 31, |
| | 2014 | | 2013 | | 2014 | | 2013 |
| | (Dollars in millions) | | | | |
Real Estate funds (1) | $ | 122.1 |
| | $ | 106.4 |
| | 18 | % | | 4 | % |
Natural Resources funds (1) | (25.1 | ) | | 5.2 |
| | (13 | )% | | 17 | % |
Legacy Energy funds (1) | (48.0 | ) | | (27.7 | ) | | (12 | )% | | (2 | )% |
| Performance fees | $ | 49.0 |
| | $ | 83.9 |
| | (2 | )% | | 1 | % |
(1) During 2014, we created the “Legacy Energy funds” category to include our energy and renewable resources funds that we jointly advise with Riverstone Holdings L.L.C. We also created the “Natural Resources funds” category to include NGP carry funds, our infrastructure, power, and international energy funds. Our infrastructure and power funds were previously classified as part of our “Real Estate funds” category. Prior periods have been reclassified to conform with the current presentation.
Performance fees for the year ended December 31, 2014 were primarily driven by performance fees related to our sixth U.S. real estate fund (“CRP VI”) of $98.5 million and NGP Natural Resources X, L.P. (“NGP X”) of $(39.2) million. Performance fees for the year ended December 31, 2013 were primarily driven by performance fees related to CRP VI of $76.2 million. Even though carry fund portfolio appreciation for real estate funds in 2014 exceeded the appreciation for 2013, performance fees from our real estate funds were largely unchanged. CRP VI was a greater percentage of the total and funds not in carry impacted the total appreciation.
Net performance fees for the year ended December 31, 2014 were $(13.2) million, representing a decline of $44.4 million over $31.2 million in net performance fees for the year ended December 31, 2013.
Investment Income (Loss). Investment loss was $47.9 million for the year ended December 31, 2014 compared to an investment loss of $85.0 million in 2013. The decrease in investment loss from 2013 to 2014 was due primarily to net investment losses on certain European real estate investments of $23.6 million in 2014 versus $76.6 million in 2013. This was offset by higher investment losses related to Urbplan, which were $24.3 million in 2014 versus $11.8 million in 2013.
Distributable Earnings. Distributable earnings increased $1.3 million to $47.7 million for the year ended December 31, 2014 from $46.4 million in 2013. The increase was due to an increase in realized net performance fees of $13.9 million, partially offset by a decrease in realized investment losses of $9.5 million and a decline in fee related earnings of $3.1 million for the year ended December 31, 20142017 as compared to the year ended December 31, 2013.2016 was primarily due to the recognition of a $65.0 million realized investment loss recognized in 2017 associated with the disposal of our interests in Urbplan in a transaction in which a third party acquired operational control and all of the economic interests in Urbplan. With this transaction, we deconsolidated Urbplan from our financial results (see Note 15 to the consolidated financial statements). This increase in total investment loss was partially offset by higher appreciation on investments in our U.S. and Europe real estate funds, as well as the NGP funds, in 2017 as compared to 2016.
Year EndedTotal investment loss (realized and unrealized) for the year ended December 31, 2013 Compared2016 was $19.2 million compared to the Year Ended December 31, 2012
Total fee revenues were $194.1total investment loss of $30.5 million for the year ended December 31, 2013, an increase of $46.4 million from 2012.2015. The increasedecrease in total fee revenues reflectsinvestment loss for the year ended December 31, 2016 as compared to the year ended December 31, 2015 was primarily due to the absence in 2016 of approximately $34 million in losses from our guarantee of liabilities of CEREP I associated with an increaseadverse court judgment in fund management feesa French tax court proceeding that was recorded in 2015. The decrease in total investment loss was also due to investment gains of $47.9approximately $0.8 million associated with our investments in NGP for 2016 as compared to approximately $5.5 million of investment losses associated with our investments in NGP in 2015, partially offset by a decline in net portfolio advisoryhigher investment losses associated with Urbplan.
Equity-based Compensation. Equity-based compensation was $34.9 million, $26.3 million, and transaction fees of $1.5 million.$25.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. The increase from 2016 to 2017 is primarily attributable to equity-based compensation expense in fund management fees was due primarily to a full year of management fees fromconnection with the March 2017 agreement with NGP Management in 2013 versus a partial period of management fees in 2012, resulting in an increase in fund management fees of $61.2 million. This increase was partially offset by declines in management fees due(see Note 5 to the change in basis from commitments to invested capitalconsolidated financial statements).
Reserve for our infrastructure fund in 2013Litigation and from distributions from U.S. real estate funds outsideContingencies. Real Assets' share of their investment periods, resulting in a total decline in management fees of $16.2 million from 2012 to 2103. The weighted average management fee rate was 1.18% at December 31, 2013, a decline from 1.26% at December 31, 2012, primarily due to new commitments to real estate accounts that charge lower fees. Fee-earning AUM was $28.4 billionthe reserve for litigation and $29.3 billion as of December 31, 2013 and 2012, respectively, reflecting a decline of $0.9 billion.
Interest and other income was $2.0contingencies decreased $5.8 million for the year ended December 31, 2013, an increase from $1.72017. The decrease was primarily related to Real Assets' share of the $25 million reserve reversal related to the CCC litigation recognized in 2017. See Note 9 to the consolidated financial statements for more information on the CCC litigation. Real Assets had recognized its share of a $50 million reserve for litigation and contingencies for $9.2 million in 2012.
Total compensation and benefits was $157.9 million and $120.6 million for the years ended December 31, 2013 and 2012, respectively. Performance fee related compensation expense was $52.7 million and $24.6 million for the years ended
December 31, 2013 and 2012, respectively, reflecting an increase in performance fees from our U.S. real estate funds. Performance fees earned from the Legacy Energy funds and from NGP funds are allocated solely to Carlyle and are not otherwise shared or allocated with our investment professionals. Accordingly, performance fee related compensation expense as a percentage of performance fees is generally not a comparable measurement for Real Assets from period to period.
Direct and indirect base compensation was $100.6 million for the year ended December 31, 2013 as compared to $95.6 million for 2012. The increase in compensation was due primarily to increased fundraising costs related to certain of our energy funds (international energy and power funds) and latest Asia real estate fund.
Equity-based compensation was $4.6 million for the year ended December 31, 2013, an increase from $0.4 million for the year ended December 31, 2012. The increase is due primarily to expense associated with grants of deferred restricted common units that occurred subsequent to the initial public offering in May 2012.
General, administrative and other indirect expenses increased $16.5 million to $58.4 million for the year ended December 31, 2013 as compared to 2012. The increase primarily relates to an increase in professional fees related to CIEP I and Urbplan, as well as lower expenses in 2012 from proceeds from an insurance settlement recognized in 2012.
Depreciation and amortization expense was $4.3 million for the year ended December 31, 2013, an increase from $3.9 million in 2012.
Interest expense increased $3.8 million, or 86%, for the year ended December 31, 2013 as compared to 2012. This increase was due primarily to a higher level of outstanding borrowings in 2013 as compared to 2012 and higher interest rates on outstanding borrowings in 2013 as compared to 2012 resulting from the issuances in 2013 of the 3.875% senior notes and the 5.625% senior notes.
Economic Net Income (Loss). ENI was $(33.8) million for the year ended December 31, 2013, a decline of $100.8 million from $67.0 million in 2012. The decline in ENI for the year ended December 31, 2013 as compared to 2012 was primarily driven by an increase in investment losses of $80.0 million, a decline in net performance fees of $37.6 million, and an increase in equity-based compensation of $4.2 million, partially offset by an increase in fee related earnings of $21.0 million.
Fee Related Earnings. Fee related earnings increased $21.0 million for the year ended December 31, 2013 as compared to 2012 to $24.6 million. The increase in fee related earnings is primarily attributable to an increase in fee revenues of $46.4 million, partially offset by increases in general, administrative, and other indirect expenses of $16.5 million, base compensation of $5.0 million, and interest expense of $3.8 million.2015.
Performance Fees. Performance fees of $83.9 million and $93.4 million for the years ended December 31, 2013 and 2012, respectively, are inclusive of performance fees reversed of approximately $39.0 million and $13.6 million, respectively. Performance fees for this segment by type of fund are as follows:
|
| | | | | | | | | | | | | |
| | Performance Fees | | Carry Fund Portfolio Appreciation (Depreciation) |
| | Year Ended December 31, | | Year Ended December 31, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| | (Dollars in millions) | | | | |
Real Estate funds (1) | $ | 106.4 |
| | $ | 50.0 |
| | 4 | % | | 16 | % |
Natural Resources funds (1) | 5.2 |
| | — |
| | 17 | % | | (1 | )% |
Legacy Energy funds (1) | (27.7 | ) | | 43.4 |
| | (2 | )% | | 8 | % |
| Performance fees | $ | 83.9 |
| | $ | 93.4 |
| | 1 | % | | 9 | % |
(1) During 2014, we created the “Legacy Energy funds” category to include our energy and renewable resources funds that we jointly advise with Riverstone Holdings L.L.C. We also created the “Natural Resources funds” category to include NGP carry funds, our infrastructure, power, and international energy funds. Our infrastructure and power funds were previously classified as part of our “Real Estate funds” category. Prior periods have been reclassified to conform with the current presentation.
Performance fees for the year ended December 31, 2013 were primarily driven by performance fees related to CRP VI of $76.2 million. Performance fees for the year ended December 31, 2012 were primarily driven by performance fees related to two of the Legacy Energy funds (Energy III and Energy II) (including co-investments) of $24.0 million and $12.1 million, respectively, CRP VI of $17.2 million, and our third U.S. real estate fund (“CRP III”) of $13.6 million.
Net performance fees for the year ended December 31, 2013 were $31.2 million, representing a decline of $37.6 million over $68.8 million in net performance fees for the year ended December 31, 2011.
Investment Income (Loss). Investment loss was $85.0 million for the year ended December 31, 2013 compared to an investment loss of $5.0 million in 2012. The increase in realized investment losses of $22.6 million was due primarily to the realization of a $15.0 million investment loss related to an investment in Urbplan that was originally reserved in 2012 and realized losses from investments in a European real estate fund. The increase in unrealized investment losses of $57.4 million was due primarily to unrealized losses on investments in two European real estate funds totaling $67.1 million, unrealized losses related to investments in Urbplan of $6.4 million prior to the Partnership’s consolidation of Urbplan on September 30, 2013, and the Partnership’s allocation of Urbplan’s net losses of $5.6 million for the period subsequent to the consolidation of Urbplan.
Distributable Earnings. Distributable earnings declined $56.4 million to $46.4 million for the year ended December 31, 2013 from $102.8 million in 2012. The decline was due to declines in realized net performance fees of $54.8 million and increases in realized investment losses of $22.6 million, partially offset by an increase in fee related earnings of $21.0 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012.
Fee-earning AUM as of and for each of the Three Years in the Period Ended December 31, 2014.2017
Fee-earning AUM is presented below for each period together with the components of change during each respective period.
The table below breaks out Fee-earning AUM by its respective components at each period.
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Real Assets | | | | | | |
| Components of Fee-earning AUM (1) | | | | | | |
| Fee-earning AUM based on capital commitments | $ | 5,143 |
| | $ | 9,593 |
| | $ | 9,170 |
| $ | 16,453 |
| | $ | 13,008 |
| | $ | 12,588 |
|
| Fee-earning AUM based on invested capital (2) | 22,528 |
| | 18,199 |
| | 20,135 |
| 13,901 |
| | 13,878 |
| | 17,353 |
|
| Fee-earning AUM based on net asset value | | 892 |
| | 285 |
| | — |
|
| Fee-earning AUM based on lower of cost or fair value and other (3) | 680 |
| | 646 |
| | — |
| 353 |
| | 316 |
| | 964 |
|
| Total Fee-earning AUM (4) | $ | 28,351 |
| | $ | 28,438 |
| | $ | 29,305 |
| $ | 31,599 |
| | $ | 27,487 |
| | $ | 30,905 |
|
| Weighted Average Management Fee Rates (5) | | | | | | |
| All Funds | 1.31 | % | | 1.18 | % | | 1.26 | % | 1.20 | % | | 1.26 | % | | 1.24 | % |
| Funds in Investment Period | 1.54 | % | | 1.27 | % | | 1.22 | % | 1.35 | % | | 1.43 | % | | 1.44 | % |
| |
| (1) | For additional information concerning the components of Fee-earning AUM, See “—Fee-earning Assets under Management.” |
| |
| (2) | Includes amounts committed to or reserved for investments for certain real estate funds. |
| |
| (3) | Includes certain funds that are calculated on gross asset value. |
| |
| (4) | Energy II, Energy III, Energy IV, Renew I, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisers to each of the Legacy Energy Funds. With the exception of Energy IV and Renew II, where Carlyle has a minority representation on the funds’ management committees, management of each of the Legacy Energy Funds is vested in committees with equal representation by Carlyle and Riverstone, and the consent of representatives of both Carlyle and Riverstone is required for investment decisions. As of December 31, 2014,2017, the Legacy Energy Funds had, in the aggregate, approximately $9.9$5.2 billion in AUM and $7.2$3.8 billion in Fee-earning AUM. NGP VII, NGP VIII, NGP IX, or in the case of NGP M&R, NGP ETP I, and NGP ETP II, and NGPC, certain affiliated entities (collectively, the “NGP management fee funds”) and NGP X, NGP GAP and NGP XI (collectively, “carry funds”(referred to herein as, "carry funds"), are managed by NGP Energy Capital Management. As of December 31, 2014,2017, the NGP management fee funds and carry funds had, in the aggregate, approximately $14.6$13.0 billion in AUM and $8.7$11.2 billion in Fee-earning AUM. |
| |
| (5) | Represents the aggregate effective management fee rate of each fund in the segment, weighted by each fund's Fee-earning AUM, as of the end of each period presented. Calculation reflects Carlyle’s 10% and 47.5%55% interest in management fees earned by the Legacy Energy funds, NGP management fee funds, and carry funds, respectively. Accounts based on gross asset base generally have an effective management fee rate of 0.5% or less. |
The table below provides the period to period rollforward of Fee-earning AUM.
| | | | Twelve Months Ended December 31, | Twelve Months Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Real Assets | | | | | | | | | | |
| Fee-earning AUM Rollforward | | |
| Balance, Beginning of Period | $ | 28,438 |
| | $ | 29,305 |
| | $ | 22,172 |
| $ | 27,487 |
| | $ | 30,905 |
| | $ | 28,351 |
|
| Acquisitions | — |
| | — |
| | 10,308 |
| |
| Inflows, including Commitments (1) | 6,126 |
| | 2,115 |
| | 2,006 |
| |
| Inflows, including Fee-paying Commitments (1) | | 8,812 |
| | 1,514 |
| | 8,426 |
|
| Outflows, including Distributions (2) | (5,864 | ) | | (3,055 | ) | | (5,264 | ) | (4,925 | ) | | (4,860 | ) | | (5,655 | ) |
| Market Appreciation/(Depreciation) (3) | (6 | ) | | — |
| | — |
| 73 |
| | 28 |
| | (1 | ) |
| Foreign Exchange and other (4) | (343 | ) | | 73 |
| | 83 |
| 152 |
| | (100 | ) | | (216 | ) |
| Balance, End of Period | $ | 28,351 |
| | $ | 28,438 |
| | $ | 29,305 |
| $ | 31,599 |
| | $ | 27,487 |
| | $ | 30,905 |
|
| |
| (1) | Inflows represent limited partner capital raised and capital invested by funds outside the investment period. |
| |
| (2) | Outflows represent distributions from funds outside the investment period and changes in fee basis for our carry funds where the investment period has expired. |
| |
| (3) | Market Appreciation/(Depreciation) represents changesrealized and unrealized gains (losses) on portfolio investments in the net asset value of our fund ofcarry funds vehicles based on the lower of cost or fair value and net asset value. |
| |
| (4) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
Fee-earning AUM was relatively unchanged$31.6 billion at $28.4 billion for the periods ended December 31, 2014 and2017, an increase of $4.1 billion, or 15%, compared to $27.5 billion at December 31, 2013. Outflows2016. The increase was driven by inflows of $5.9$8.8 billion were principally dueprimarily related to new fee-paying commitments raised in CRP VIII and NGP XII. This was partially offset by outflows of $4.9 billion primarily related to distributions from our fully invested Legacy Energy funds, our U.S. and Europe real estate funds and foreign exchange loss of $0.3 billion. Inflows of $6.1 billion were primarily to commitments to CRP VII and CIEP I, in addition to investments made by our Legacy Energy, funds, our U.S. real estate fundsReal Estate, and NGP funds with fees based on invested equity.Energy funds. Investment and distribution activity by funds still in the original investment period do not impact Fee-earning AUM as these funds are based on commitments and not invested capital. Changes in fair value have no material impact on Fee-earning AUM for Real Assets as substantially all of the funds generate management fees based on either commitments or invested capital at cost, neither of which is impacted by fair value movements.
Fee-earning AUM was $27.5 billion at December 31, 2016, a decrease of $3.4 billion, or 11%, compared to $30.9 billion at December 31, 2015. This decrease was driven by outflows of $4.9 billion primarily attributable to distributions in our Real Estate and NGP Energy funds outside of the investment period. Partially offsetting this decrease were inflows, including fee-paying commitments, of $1.5 billion driven by additional commitments raised in CPP II and capital invested by CPI, as well as additional capital invested by various funds outside of the original investment period.
Fee-earning AUM was $30.9 billion at December 31, 2015, an increase of $2.5 billion, or 9%, compared to $28.4 billion at December 31, 2013, a decrease2014. This increase was driven by inflows of $0.9$8.4 billion or 3%, compared to $29.3 billion at December 31, 2012. Outflows of $3.1 billion were principally due to distributions from our fully invested Legacy Energy funds, one of the NGP management fee funds (“NGP VIII”), and U.S. real estate funds and related co-investments. Inflows of $2.1 billion were primarily related to investmentnew commitments in CRP VII, CPP II, and CIEP I as well as the activation of previously raised commitments in NGP XI. This increase was partially offset by outflows of $5.7 billion, primarily related to distribution activity in our power (“CPOCP”) fund and related coinvestments, our infrastructure (“CIP”) fund, and several of our real estate funds inoutside the U.S., Europe and Asia that are outside of their initialoriginal investment period in addition to commitments to CIEP I.
Fee-earning AUM was $29.3 billion at December 31, 2012, an increase of $7.1 billion, or 32%, compared to $22.2 billion at December 31, 2011. This was primarily driven by the acquisition of an equity interest in NGP which entitles Carlyle to an allocation of income equal to 47.5% of NGP’s management fee-related revenues and resulted in an increase of $10.3 billion in Fee-earning AUM. Inflows of $2.0 billion were primarily related to investment activity in both our energy funds and several of our real estate funds in the U.S., Europe and Asia that are outside of their initial investment period. Outflows of $5.3 billion were principally due to a changereduction in management fee basis from commitments to invested equity on onefor funds at the end of our Legacy Energy funds (“Energy IV”) and CIP I, in addition to distributions from our fully invested Legacy Energy funds, and U.S. real estate funds and related co-investments.their original investment period.
Total AUM as of and for each of the Three Years in the Period Ended December 31, 2014.2017
The table below provides the period to period rollforwards of Available Capital and Fair Value of Capital, and the resulting rollforward of Total AUM.
|
| | | | | | | | | | | |
| | Available Capital | | Fair Value of Capital | | Total AUM |
| | (Dollars in millions) |
| Real Assets | | |
| Balance, As of December 31, 2011 | $ | 8,278 |
| | $ | 22,394 |
| | $ | 30,672 |
|
| Acquisitions | 4,000 |
| | 8,106 |
| | 12,106 |
|
| Commitments (1) | (42 | ) | | — |
| | (42 | ) |
| Capital Called, net (2) | (3,510 | ) | | 3,488 |
| | (22 | ) |
| Distributions (3) | 1,208 |
| | (5,411 | ) | | (4,203 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 1,581 |
| | 1,581 |
|
| Foreign exchange and other (5) | 10 |
| | 92 |
| | 102 |
|
| Balance, As of December 31, 2012 | $ | 9,944 |
| | $ | 30,250 |
| | $ | 40,194 |
|
| Commitments (1) | 1,961 |
| | — |
| | 1,961 |
|
| Capital Called, net (2) | (4,013 | ) | | 4,097 |
| | 84 |
|
| Distributions (3) | 845 |
| | (6,059 | ) | | (5,214 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 1,649 |
| | 1,649 |
|
| Foreign exchange and other (5) | 17 |
| | (27 | ) | | (10 | ) |
| Balance, As of December 31, 2013 | $ | 8,754 |
| | $ | 29,910 |
| | $ | 38,664 |
|
| Commitments (1) | 8,888 |
| | — |
| | 8,888 |
|
| Capital Called, net (2) | (3,612 | ) | | 4,081 |
| | 469 |
|
| Distributions (3) | 1,751 |
| | (8,698 | ) | | (6,947 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 1,577 |
| | 1,577 |
|
| Foreign exchange and other (5) | (67 | ) | | (289 | ) | | (356 | ) |
| Balance, As of December 31, 2014 | $ | 15,714 |
| | $ | 26,581 |
| | $ | 42,295 |
|
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Real Assets | | | | | |
| Total AUM Rollforward | | | | | |
| Balance, Beginning of Period | $ | 34,252 |
| | $ | 37,991 |
| | $ | 42,295 |
|
| New Commitments (1) | 10,205 |
| | 1,203 |
| | 3,828 |
|
| Outflows (2) | (4,247 | ) | | (6,844 | ) | | (5,795 | ) |
| Market Appreciation/(Depreciation) (3) | 3,614 |
| | 3,317 |
| | (2,357 | ) |
| Foreign Exchange Gain/(Loss) (4) | 112 |
| | (17 | ) | | (256 | ) |
| Other (5) | (1,048 | ) | | (1,398 | ) | | 276 |
|
| Balance, End of Period | $ | 42,888 |
| | $ | 34,252 |
| | $ | 37,991 |
|
| |
| (1) | Represents capital raised by our carryNew Commitments reflects the impact of gross fundraising during the period. For funds and NGP management fee funds, net of expired available capital.or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. |
| |
| (2) | Represents capital called byOutflows includes distributions in our carry funds and related co-investment vehicles, NGP management fee funds net of fund fees and expenses. Equity invested amounts may vary from capital called due to timing differences between acquisition and capital call dates.separately managed accounts. |
| |
| (3) | Represents distributions from our carry funds and NGP management fee funds, net of amounts recycled. Distributions are based on when proceeds are actually distributed to investors, which may differ from when they are realized. |
| |
(4) | Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments.investments in our carry funds and related co-investment vehicles, NGP management fee funds and separately managed accounts. |
| |
(5)(4) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
| |
| (5) | Includes expiring available capital, the impact of capital calls for fees and expenses and other changes in AUM. |
Total AUM was $42.3 billion at December 31, 2014, an increase of $3.6 billion, or 9%, compared to $38.7 billion at December 31, 2013. This increase is due to (a) commitments of $8.9 billion in CRP VII, NGP XI, CIEP I, CPP II and related coinvestment vehicles, and (b) market appreciation of $1.6 billion, despite a 2% decrease in values across the real assets carry funds due to the inclusion of the NGP management fee funds in Total AUM. Offsetting this increase were net distributions of $6.9 billion, primarily in our Natural Resources and Legacy Energy fund platforms.
Total AUM was $38.7 billion at December 31, 2013, a decrease of $1.5 billion, or 4%, compared to $40.2 billion at December 31, 2012. The decrease was primarily due to distributions of $6.0 billion, of which approximately $0.8 billion was recycled back into available capital. This decrease was offset by commitments raised of $2.0 billion by CIEP I, CPOCP I, and various coinvestments and managed accounts in our Asia real estate funds. Market appreciation of $1.6 billion was driven by a 1% increase in values across the real assets carry funds, primarily driven by a 5% increase in our infrastructure and real estate funds.
Total AUM was $40.2 billion at December 31, 2012, an increase of $9.5 billion, or 31%, compared to $30.7 billion at December 31, 2011. The increase was primarily due to the acquisition of an equity interest in NGP resulting in the inclusion of
approximately $12.1Total AUM was $42.9 billion at December 31, 2017, an increase of AUM.$8.6 billion, or 25%, compared to $34.3 billion at December 31, 2016. This increase was offsetdriven by distributions of $5.4$10.2 billion of which approximatelynew commitments primarily attributable to fundraising in CRP VIII, NGP XII, and CPI. Also driving the increase was $3.6 billion of market appreciation including $1.2 billion attributable to NGP XI , $0.5 billion attributable to CRP VII, and $0.3 billion attributable to CIEP. Partially offsetting the increase were $4.2 billion of outflows primarily due to distributions in our U.S. Real Estate, Legacy Energy, and Europe Real Estate funds.
Total AUM was recycled back into available capital. Market appreciation$34.3 billion at December 31, 2016, a decrease of $1.6$3.7 billion, or 10%, compared to $38.0 billion at December 31, 2015. This decrease was driven by $6.8 billion of outflows primarily related to distributions in the NGP and our U.S. Real Estate funds. Partially offsetting this decrease was $3.3 billion of market appreciation, representing a 9%18% increase in values across the real assetsvalue of our carry fund portfolio. The carry funds driving appreciation for the period included $0.5 billion attributable to NGP X , $0.5 billion attributable to NGP XI, and $0.4 billion attributable to CRP VII.
Total AUM was $38.0 billion at December 31, 2015, a decrease of $4.3 billion, or 10%, compared to $42.3 billion at December 31, 2014. This decrease was primarily driven by $5.8 billion of outflows primarily related to distributions in our real estate funds.U.S. Real Estate, NGP Energy, and Legacy Energy funds and $2.4 billion of market depreciation, representing a 3% decrease in the value of our carry fund portfolio. The carry funds driving depreciation for the period included $1.0 billion attributable to Energy IV, $0.6 billion attributable to Energy III, and $0.4 billion attributable to NGP X, partially offset by $0.5 billion of appreciation attributable to CRP VI . Offsetting this was $3.8 billion of new commitments driven by fundraising in CRP VII, NGP XI, and CPP II.
Fund Performance Metrics
Fund performance information for our investment funds that have at least $1.0 billion in capital commitments, cumulative equity invested or total value as of December 31, 20142017 and excluding the NGP management fee funds, which we refer to as our “significant funds,” is generally included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A. Risk Factors — Risks Related to Our Business Operations — The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.”
The following tables reflect the performance of our significant funds in our Real Assets business. See “Business — Our Family of Funds” for a legend of the fund acronyms listed below.
| | | | | | | | TOTAL INVESTMENTS | | REALIZED/PARTIALLY REALIZED INVESTMENTS(5) | | | | | TOTAL INVESTMENTS | | REALIZED/PARTIALLY REALIZED INVESTMENTS(5) |
| | | | | | as of December 31, 2014 | | as of December 31, 2014 | | | | | As of December 31, 2017 | | As of December 31, 2017 |
| | Fund Inception Date (1) | | Committed Capital | | Cumulative Invested Capital (2) | | Total Fair Value (3) | | MOIC (4) | | Gross IRR (7) | | Net
IRR (8) | | Cumulative Invested Capital (2) | | Total Fair Value (3) | | MOIC (4) | | Gross IRR (7) | Fund Inception Date (1) | | Committed Capital | | Cumulative Invested Capital (2) | | Total Fair Value (3) | | MOIC (4) | | Gross IRR (7) (12) | | Net
IRR (8) (12) | | Cumulative Invested Capital (2) | | Total Fair Value (3) | | MOIC (4) | | Gross IRR (7) (12) |
| Real Assets |
| |
| | (Reported in Local Currency, in Millions) | | (Reported in Local Currency, in Millions) |
| |
| | (Reported in Local Currency, in Millions) | | (Reported in Local Currency, in Millions) |
| Fully Invested Funds(6) |
| |
| | | | | | | | | | | | | | | |
| Fully Invested Funds (6) | |
| |
| | | | | | | | �� | | | | | | |
| CRP III | 11/2000 | | $ | 564.1 |
| | $ | 522.5 |
| | $ | 1,448.1 |
| | 2.8x | | 44 | % | | 30 | % | | $ | 522.5 |
| | $ | 1,448.1 |
| | 2.8x | | 44 | % | 11/2000 | | $ | 564.1 |
| | $ | 522.5 |
| | $ | 1,850.3 |
| | 3.5x | | 44 | % | | 30 | % | | $ | 522.5 |
| | $ | 1,850.3 |
| | 3.5x | | 44 | % |
| CRP IV | 12/2004 | | $ | 950.0 |
| | $ | 1,198.6 |
| | $ | 1,461.8 |
| | 1.2x | | 4 | % | | — | % | | $ | 479.4 |
| | $ | 550.4 |
| | 1.1x | | 10 | % | 12/2004 | | $ | 950.0 |
| | $ | 1,282.2 |
| | $ | 2,022.6 |
| | 1.6x | | 8 | % | | 5 | % | | $ | 1,191.6 |
| | $ | 1,962.7 |
| | 1.6x | | 8 | % |
| CRP V | 11/2006 | | $ | 3,000.0 |
| | $ | 3,290.4 |
| | $ | 4,827.7 |
| | 1.5x | | 11 | % | | 8 | % | | $ | 2,690.5 |
| | $ | 4,055.0 |
| | 1.5x | | 13 | % | 11/2006 | | $ | 3,000.0 |
| | $ | 3,430.0 |
| | $ | 5,669.6 |
| | 1.7x | | 12 | % | | 9 | % | | $ | 2,942.0 |
| | $ | 4,972.5 |
| | 1.7x | | 14 | % |
| CRP VI | 9/2010 | | $ | 2,340.0 |
| | $ | 1,862.1 |
| | $ | 2,897.8 |
| | 1.6x | | 34 | % | | 22 | % | | $ | 598.5 |
| | $ | 1,154.0 |
| | 1.9x | | 39 | % | 9/2010 | | $ | 2,340.0 |
| | $ | 2,219.3 |
| | $ | 4,012.7 |
| | 1.8x | | 29 | % | | 20 | % | | $ | 1,581.6 |
| | $ | 3,190.4 |
| | 2.0x | | 33 | % |
| CRP VII | | 3/2014 | | $ | 4,161.6 |
| | $ | 3,220.4 |
| | $ | 4,282.4 |
| | 1.3x | | 21% |
| | 12% |
| | $ | 315.2 |
| | $ | 593.9 |
| | 1.9x | | 33 | % |
| CEREP I | 3/2002 | | € | 426.6 |
| | € | 517.0 |
| | € | 691.5 |
| | 1.3x | | 12 | % | | 7 | % | | € | 517.0 |
| | € | 691.5 |
| | 1.3x | | 12 | % | 3/2002 | | € | 426.6 |
| | € | 517.0 |
| | € | 698.6 |
| | 1.4x | | 14 | % | | 7 | % | | € | 517.0 |
| | € | 698.6 |
| | 1.4x | | 14 | % |
| CEREP II | 4/2005 | | € | 762.7 |
| | € | 833.8 |
| | € | 128.1 |
| | 0.2x | | n/a |
| | n/a |
| | € | 594.1 |
| | € | 130.6 |
| | 0.2x | | n/a |
| 4/2005 | | € | 762.7 |
| | € | 833.8 |
| | € | 128.1 |
| | 0.2x | | Neg |
| | Neg |
| | € | 826.7 |
| | € | 132.3 |
| | 0.2x | | Neg |
|
| CEREP III | 5/2007 | | € | 2,229.5 |
| | € | 1,981.6 |
| | € | 1,985.4 |
| | 1.0x | | 0 | % | | (4 | )% | | € | 567.8 |
| | € | 710.3 |
| | 1.3x | | 6 | % | 5/2007 | | € | 2,229.5 |
| | € | 2,025.7 |
| | € | 2,432.2 |
| | 1.2x | | 4 | % | | 1 | % | | € | 1,706.7 |
| | € | 2,247.6 |
| | 1.3x | | 6 | % |
| CIP | 9/2006 | | $ | 1,143.7 |
| | $ | 1,011.7 |
| | $ | 1,224.3 |
| | 1.2x | | 5 | % | | 2 | % | | $ | 180.7 |
| | $ | — |
| | 0.0x | | n/a |
| 9/2006 | | $ | 1,143.7 |
| | $ | 1,069.8 |
| | $ | 1,427.6 |
| | 1.3x | | 6 | % | | 3 | % | | $ | 997.1 |
| | $ | 1,365.1 |
| | 1.4x | | 6% |
|
| NGP X (14) | 1/2012 | | $ | 3,586.0 |
| | $ | 2,458.8 |
| | $ | 2,965.9 |
| | 1.2x | | 14 | % | | 8 | % | | $ | 272.2 |
| | $ | 674.5 |
| | 2.5x | | 75 | % | |
| NGP X | | 1/2012 | | $ | 3,586.0 |
| | $ | 3,267.2 |
| | $ | 4,185.6 |
| | 1.3x | | 9 | % | | 6 | % | | $ | 1,382.9 |
| | $ | 2,505.2 |
| | 1.8x | | 24 | % |
| NGP XI | | 6/2014 | | $ | 5,325.0 |
| | $ | 3,696.7 |
| | $ | 5,348.6 |
| | 1.4x | | 39% |
| | 27% |
| | $ | 228.9 |
| | $ | 471.3 |
| | 2.1x | | 169 | % |
| Energy II | 7/2002 | | $ | 1,100.0 |
| | $ | 1,334.8 |
| | $ | 3,259.5 |
| | 2.4x | | 81 | % | | 55 | % | | $ | 827.4 |
| | $ | 3,131.6 |
| | 3.8x | | 105 | % | 7/2002 | | $ | 1,100.0 |
| | $ | 1,334.8 |
| | $ | 3,130.9 |
| | 2.3x | | 81 | % | | 55 | % | | $ | 1,334.8 |
| | $ | 3,130.9 |
| | 2.3x | | 81% |
|
| Energy III | 10/2005 | | $ | 3,800.0 |
| | $ | 3,559.9 |
| | $ | 5,861.8 |
| | 1.6x | | 11 | % | | 8 | % | | $ | 1,545.4 |
| | $ | 4,052.7 |
| | 2.6x | | 26 | % | 10/2005 | | $ | 3,800.0 |
| | $ | 3,569.7 |
| | $ | 5,513.1 |
| | 1.5x | | 10 | % | | 7 | % | | $ | 2,873.9 |
| | $ | 5,045.9 |
| | 1.8x | | 14 | % |
| Energy IV | 12/2007 | | $ | 5,979.1 |
| | $ | 5,786.3 |
| | $ | 8,317.5 |
| | 1.4x | | 14 | % | | 9 | % | | $ | 2,522.4 |
| | $ | 4,764.0 |
| | 1.9x | | 28 | % | 12/2007 | | $ | 5,979.1 |
| | $ | 6,262.0 |
| | $ | 8,167.3 |
| | 1.3x | | 8 | % | | 5 | % | | $ | 4,066.5 |
| | $ | 6,012.2 |
| | 1.5x | | 14% |
|
| Renew II | 3/2008 | | $ | 3,417.5 |
| | $ | 2,808.8 |
| | $ | 4,013.1 |
| | 1.4x | | 11 | % | | 8 | % | | $ | 643.1 |
| | $ | 842.7 |
| | 1.3x | | 13 | % | 3/2008 | | $ | 3,417.5 |
| | $ | 2,809.4 |
| | $ | 4,188.8 |
| | 1.5x | | 9 | % | | 6 | % | | $ | 1,555.3 |
| | $ | 2,440.9 |
| | 1.6x | | 12 | % |
| All Other Funds(9) | Various | |
| | $ | 2,824.8 |
| | $ | 3,049.5 |
| | 1.1x | | 3 | % | | (2 | )% | | $ | 2,167.1 |
| | $ | 2,306.7 |
| | 1.1x | | 3 | % | |
| Coinvestments and Other(10) | Various | |
| | $ | 5,271.9 |
| | $ | 8,252.4 |
| | 1.6x | | 17 | % | | 13 | % | | $ | 2,100.3 |
| | $ | 4,460.4 |
| | 2.1x | | 28 | % | |
| All Other Funds (9) | | Various | |
| | $ | 2,939.5 |
| | $ | 3,289.7 |
| | 1.1x | | 4 | % | | Neg |
| | $ | 2,662.1 |
| | $ | 3,019.5 |
| | 1.1x | | 5% |
|
| Co-investments and Other(10) | | Various | |
| | $ | 6,039.4 |
| | $ | 9,880.3 |
| | 1.6x | | 16 | % | | 13 | % | | $ | 4,180.4 |
| | $ | 7,228.9 |
| | 1.7x | | 20 | % |
| Total Fully Invested Funds | Total Fully Invested Funds | |
| | $ | 35,963.2 |
| | $ | 50,973.6 |
| | 1.4x | | 13 | % | | 8 | % | | $ | 16,580.9 |
| | $ | 29,294.2 |
| | 1.8x | | 23 | % | Total Fully Invested Funds | |
| | $ | 45,721.8 |
| | $ | 66,887.1 |
| | 1.5x | | 12 | % | | 8 | % | | $ | 29,501.8 |
| | $ | 47,490.4 |
| | 1.6x | | 16 | % |
| Funds in the Investment Period(6) | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| CRP VII (12) | 3/2014 | | $ | 2,662.1 |
| | $ | 195.1 |
| | $ | 187.3 |
| | 1.0x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| CIEP I (12) | 9/2013 | | $ | 2,159.1 |
| | $ | 341.7 |
| | $ | 294.5 |
| | 0.9x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| NGP XI (12) | 6/2014 | | $ | 4,244.7 |
| | $ | 18.0 |
| | $ | 18.0 |
| | 1.0x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| All Other Funds(11) | Various | |
| | $ | 97.9 |
| | $ | 93.1 |
| | 1.0x | | n/m |
| | n/m |
| |
| |
| |
| |
| |
| Funds in the Investment Period (6) | | Funds in the Investment Period (6) | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| CRP VIII | | 5/2017 | | $ | 5,010.7 |
| | $ | 229.8 |
| | $ | 222.5 |
| | 1.0x | | NM |
| | NM |
| |
|
| |
|
| |
| |
|
|
| CIEP I | | 9/2013 | | $ | 2,500.0 |
| | $ | 988.8 |
| | $ | 1,510.4 |
| | 1.5x | | 28% |
| | 11% |
| |
|
| |
|
| |
| |
|
|
| NGP XII | | 7/2017 | | $ | 2,776.7 |
| | $ | 241.0 |
| | $ | 241.0 |
| | 1.0x | | NM |
| | NM |
| |
|
| |
|
| |
| |
|
|
| CPP II | | 6/2014 | | $ | 1,526.9 |
| | $ | 643.9 |
| | $ | 706.3 |
| | 1.1x | | NM |
| | NM |
| |
|
| |
|
| |
| |
|
|
| CPI | | 5/2016 | | $ | 1,144.0 |
| | $ | 863.4 |
| | $ | 968.3 |
| | 1.1x | | NM |
| | NM |
| |
|
| |
|
| |
| |
|
|
| All Other Funds (11) | | Various | |
| | $ | 391.5 |
| | $ | 359.1 |
| | 0.9x | | NM |
| | NM |
| |
| |
| |
| |
|
| Total Funds in the Investment Period | Total Funds in the Investment Period | | $ | 652.6 |
| | $ | 592.9 |
| | 0.9x | | (34 | )% | | (66 | )% | | $ | — |
| | $ | — |
| | n/a | | n/a |
| Total Funds in the Investment Period | | $ | 3,358.4 |
| | $ | 4,007.5 |
| | 1.2x | | 16 | % | | 4 | % | | $ | — |
| | $ | — |
| | n/a | | n/a |
|
| TOTAL Real Assets(13) |
| |
| | $ | 36,615.9 |
| | $ | 51,566.5 |
| | 1.4x | | 13 | % | | 8 | % | | $ | 16,580.9 |
| | $ | 29,294.2 |
| | 1.8x | | 23 | % | |
| TOTAL Real Assets (13) | |
| |
| | $ | 49,080.2 |
| | $ | 70,894.6 |
| | 1.4x | | 12 | % | | 8 | % | | $ | 29,501.8 |
| | $ | 47,490.4 |
| | 1.6x | | 16 | % |
| |
| (1) | The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Corporate Private Equity segment our first fund was formed in 1990. For our Real Assets segment, our first fund was formed in 1997. |
| |
| (2) | Represents the original cost of all capital called for investments since inception of the fund. |
| |
| (3) | Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest. |
| |
| (4) | Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. |
| |
| (5) | An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in, the investment. An investment is considered partially realized when the total amount of proceeds received in respect of such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when considered together with the other investment performance metrics presented, provides investors with meaningful information regarding our investment performance by removing the impact of investments where significant realization activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of investment performance, and should not be considered in isolation. Such limitations include the fact that these measures do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for Total Real Assets. |
do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other companies that use similarly titled measures. We do not present Realized/Partially Realized performance information separately for funds that are still in the investment period because of the relatively insignificant level of realizations for funds of this type. However, to the extent such funds have had realizations, they are included in the Realized/Partially Realized performance information presented for Total Corporate Private Equity and Total Real Assets.
| |
| (6) | Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested. |
| |
| (7) | Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest. |
| |
| (8) | Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance fees with a blended Net IRR that is below the preferred return hurdle for that fund. |
| |
| (9) | Aggregate includes the following funds: CRP I, CRP II, CAREP I, CAREP II, CRCP I, CPOCP, EnergyRenew I and RenewEnergy I. |
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| (10) | Includes coinvestments, prefund investmentsco-investments and certain other stand-alone investments arranged by us. |
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| (11) | Aggregate includes the following funds: CPP IINGP GAP and NGP GAP. |
| |
(12) | Returns areCCR. Return is not considered meaningful, as the investment period commenced in SeptemberDecember 2013 for CIEP I, March 2014NGP GAP and October 2016 for CRP VII,CCR. |
| |
| (12) | For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and June 2014 for NGP XI.early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end. |
| |
| (13) | For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate. |
| |
(14) | NGP X was previously categorized as an NGP management fee fund, but as of July 1, 2014, is categorized as a Natural Resources carry fund. |
| | | | Remaining Fair Value(1) | | Unrealized MOIC(2) | | Total MOIC(3) | | % Invested(4) | | In Accrued Carry/ (Clawback) (5) | | LTM Realized Carry (6) | | Catch up Rate | | Fee Initiation Date(7) | | Quarters Since Fee Initiation | | Original Investment Period End Date | Remaining Fair Value(1) | | Unrealized MOIC(2) | | Total MOIC(3) | | % Invested(4) | | In Accrued Carry/ (Giveback) (5) | | LTM Realized Carry (6) | | Catch up Rate | | Fee Initiation Date (7) | | Quarters Since Fee Initiation | | Original Investment Period End Date |
| | As of December 31, 2014 | As of December 31, 2017 |
| Real Assets | | | | | | | | | | | | | | | | |
| NGP XI | | $ | 4,684.7 |
| | 1.4x | | 1.4x | | 69 | % | | X | |
| | 80 | % | | Feb-15 | | 12 |
| | Oct-19 |
| CRP VII | | $ | 3,625.0 |
| | 1.3x | | 1.3x | | 77 | % | | X | |
| | 80 | % | | Jun-14 | | 15 |
| | Mar-19 |
| Energy IV | $ | 3,378.6 |
| | 1.0x | | 1.4x | | 97 | % | | X | | X | | 80 | % | | Feb-08 | | 28 |
| | Dec-13 | $ | 2,820.6 |
| | 1.0x | | 1.3x | | 104 | % | | (X) | |
| | 80 | % | | Feb-08 | | 40 |
| | Dec-13 |
| NGP X | $ | 2,590.4 |
| | 1.2x | | 1.2x | | 69 | % | | X | |
| | 80 | % | | Jan-12 | | 12 |
| | May-17 | $ | 1,788.2 |
| | 1.0x | | 1.3x | | 91 | % | |
| |
| | 80 | % | | Jan-12 | | 24 |
| | May-17 |
| Renew II | $ | 2,368.5 |
| | 1.3x | | 1.4x | | 82 | % | | (X) | |
| | 80 | % | | Mar-08 | | 28 |
| | May-14 | $ | 1,708.6 |
| | 0.8x | | 1.5x | | 82 | % | | (X) | |
| | 80 | % | | Mar-08 | | 40 |
| | May-14 |
| CIEP I | | $ | 1,428.2 |
| | 1.5x | | 1.5x | | 40 | % | | X | |
| | 80 | % | | Oct-13 | | 17 |
| | Sep-19 |
| CRP V | | $ | 1,323.8 |
| | 2.1x | | 1.7x | | 114 | % | | X | |
| | 50 | % | | Nov-06 | | 45 |
| | Nov-11 |
| CPI | | $ | 928.2 |
| | 1.1x | | 1.1x | | n/a |
| | X | |
| | 50 | % | | May-16 | | 7 |
| | Apr-21 |
| CRP VI | $ | 1,766.2 |
| | 1.4x | | 1.6x | | 80 | % | | X | | X | | 50 | % | | Mar-11 | | 16 |
| | Mar-16 | $ | 772.7 |
| | 1.3x | | 1.8x | | 95 | % | | X | | X | | 50 | % | | Mar-11 | | 28 |
| | Mar-16 |
| CRP IV | | $ | 626.7 |
| | 3.6x | | 1.6x | | 135 | % | |
| |
| | 50 | % | | Jan-05 | | 52 |
| | Dec-09 |
| CPP II | | $ | 590.6 |
| | 1.1x | | 1.1x | | 42 | % | |
| |
| | 80 | % | | Sep-14 | | 14 |
| | Apr-21 |
| CRP III | | $ | 464.5 |
| | 140.3x | | 3.5x | | 93 | % | | X | | X | | 50 | % | | Mar-01 | | 68 |
| | May-05 |
| CEREP III | € | 1,320.7 |
| | 0.9x | | 1.0x | | 89 | % | |
| |
| | 67 | % | | Jun-07 | | 31 |
| | May-11 | € | 233.0 |
| | 0.7x | | 1.2x | | 91 | % | |
| |
| | 67 | % | | Jun-07 | | 43 |
| | May-11 |
| Energy III | $ | 1,425.8 |
| | 0.7x | | 1.6x | | 94 | % | | (X) | |
| | 80 | % | | Nov-05 | | 37 |
| | Oct-11 | $ | 264.7 |
| | 0.3x | | 1.5x | | 94 | % | | (X) | |
| | 80 | % | | Nov-05 | | 49 |
| | Oct-11 |
| CRP V | $ | 1,067.5 |
| | 1.5x | | 1.5x | | 110 | % | |
| |
| | 50 | % | | Nov-06 | | 33 |
| | Nov-11 | |
| CIP | $ | 965.5 |
| | 1.0x | | 1.2x | | 88 | % | |
| |
| | 80 | % | | Oct-06 | | 33 |
| | Sep-12 | |
| CRP IV | $ | 902.1 |
| | 1.3x | | 1.2x | | 126 | % | |
| |
| | 50 | % | | Jan-05 | | 40 |
| | Dec-09 | |
| CIEP I | $ | 308.6 |
| | 0.9x | | 0.9x | | 16 | % | |
| |
| | 80 | % | | Oct-13 | | 5 |
| | Sep-19 | |
| CRP III | $ | 297.1 |
| | 48.2x | | 2.8x | | 93 | % | | X | | X | | 50 | % | | Mar-01 | | 56 |
| | May-05 | |
| CRP VII | $ | 190.5 |
| | 1.0x | | 1.0x | | 7 | % | |
| |
| | 0.8 | | Jun-14 | | 3 | | Mar-19 | |
| Energy II | $ | 139.9 |
| | 0.3x | | 2.4x | | 121 | % | | (X) | |
| | 0.8 | | Jan-03 | | 48 | | Jul-08 | |
| NGP XII | | $ | 241.0 |
| | 1.0x | | 1.0x | | 9 | % | |
| |
| | 80 | % | | Nov-17 | | 1 |
| | Oct-19 |
| CRP VIII | | $ | 222.5 |
| | 1.0x | | 1.0x | | 5 | % | |
| |
| | 80 | % | | Aug-17 | | 2 |
| | May-22 |
| All Other Funds (8) | $ | 465.8 |
| | 0.8x | | 0.9x | |
| | n/m | | n/m | |
| |
| |
| |
| $ | 664.6 |
| | 0.7x | | 1.3x | | | | NM | | NM | |
| |
| |
| |
|
| Coinvestment and Other (9) | $ | 3,214.0 |
| | 1.0x | | 1.6x | |
| | n/m | | n/m | |
| |
| |
| |
| |
| Co-investment and Other (9) | | $ | 2,490.8 |
| | 1.1x | | 1.6x | | | | NM | | NM | |
| |
| |
| |
|
| Total Real Assets (10) | $ | 20,678.6 |
| | 1.0x | | 1.4x | |
| |
| |
| |
| |
| |
| |
| $ | 24,925.6 |
| | 1.2x | | 1.4x | | | |
| |
| |
| |
| |
| |
|
| |
| (1) | Net assetRemaining Fair Value reflects the unrealized carrying value of ourinvestments in carry funds. Reflects significantfunds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million.million are listed individually. |
| |
| (2) | Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost. |
| |
| (3) | Total MOIC represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC. |
| |
| (4) | Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors. |
| |
| (5) | Fund has accrued carry/(clawback)(giveback) as of the reporting period. |
| |
| (6) | Fund has realized carry in the last twelve months. |
| |
| (7) | Represents the date of the first capital contribution for management fees. |
| |
| (8) | Aggregate includes the following funds: CRP I, CRP II, CRP VII, CRCP I, CEREP I, CEREP II, CAREP I, CAREP II, CCR, CPOCP, I,CGIOF, NGP GAP, Energy I, Energy II and Renew I. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
| |
| (9) | Includes coinvestments,co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Clawback)(Giveback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
| |
| (10) | For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting period spot rate. |
Investment Solutions
Through August 1, 2013,
Global Credit
We continue to invest in growing our Investment Solutions segment results reflected our 60% ownership interestGlobal Credit, formerly called Global Market Strategies, business. We conducted a review in AlpInvest’s operations, while our consolidated financial statements reflected 100% of AlpInvest’s operations and a non-controlling interest of 40%. As a result of our acquisition2016 of the remaining 40% equity interestsegment in AlpInvest on August 1, 2013,order to realign and reorganize certain of the segment's operations. We have exited our segment results prospectively from that date reflect our 100% ownership interesthedge fund business (ESG in AlpInvest. Also,2016 and Claren Road in January 2017) and, as a result of settlements reached during 2017 with investors in two commodities investment vehicles managed by Vermillion, we have completed the exit of the commodities investment advisory business and other hedge fund investment advisory businesses that we had acquired from 2010 to 2014. In the near to mid term, this segment will incur additional expenses to build the credit business and raise additional capital.
For purposes of presenting our acquisitionsresults of Metropolitan on November 1, 2013 and DGAM on February 3, 2014,operations for this segment, we include only our segment results includeeconomic interests in the results of operations of MetropolitanClaren Road (through January 2017) and DGAM sinceESG (through June 2016). The following table presents our results of operations for our Global Credit segment:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Segment Revenues | | | | | |
| Fund level fee revenues | | | | | |
| Fund management fees | $ | 191.5 |
| | $ | 195.5 |
| | $ | 210.7 |
|
| Portfolio advisory fees, net | 0.7 |
| | 1.1 |
| | 0.7 |
|
| Transaction fees, net | — |
| | — |
| | — |
|
| Total fund level fee revenues | 192.2 |
| | 196.6 |
| | 211.4 |
|
| Performance fees | | | | | |
| Realized | 75.4 |
| | 36.6 |
| | 38.0 |
|
| Unrealized | (16.3 | ) | | 1.2 |
| | (63.1 | ) |
| Total performance fees | 59.1 |
| | 37.8 |
| | (25.1 | ) |
| Investment income (loss) | | | | | |
| Realized | 11.9 |
| | 5.1 |
| | 5.4 |
|
| Unrealized | 5.4 |
| | 15.3 |
| | (15.7 | ) |
| Total investment income (loss) | 17.3 |
| | 20.4 |
| | (10.3 | ) |
| Interest income | 7.1 |
| | 4.7 |
| | 2.8 |
|
| Other income | 6.8 |
| | 4.7 |
| | 3.9 |
|
| Total revenues | 282.5 |
| | 264.2 |
| | 182.7 |
|
| Segment Expenses | | | | | |
| Compensation and benefits | | | | | |
| Direct base compensation | 79.2 |
| | 87.4 |
| | 101.2 |
|
| Indirect base compensation | 25.3 |
| | 32.6 |
| | 28.3 |
|
| Equity-based compensation | 20.7 |
| | 17.6 |
| | 19.0 |
|
| Performance fee related | | | | | |
| Realized | 35.0 |
| | 17.6 |
| | 16.6 |
|
| Unrealized | (7.3 | ) | | 0.6 |
| | (27.7 | ) |
| Total compensation and benefits | 152.9 |
| | 155.8 |
| | 137.4 |
|
| General, administrative, and other indirect expenses | 3.3 |
| | 250.0 |
| | 69.8 |
|
| Depreciation and amortization expense | 5.1 |
| | 6.2 |
| | 5.0 |
|
| Interest expense | 14.5 |
| | 11.3 |
| | 10.8 |
|
| Total expenses | 175.8 |
| | 423.3 |
| | 223.0 |
|
| Economic Income (Loss) | $ | 106.7 |
| | $ | (159.1 | ) | | $ | (40.3 | ) |
| (-) Net Performance Fees | 31.4 |
| | 19.6 |
| | (14.0 | ) |
| (-) Investment Income (Loss) | 17.3 |
| | 20.4 |
| | (10.3 | ) |
| (+) Equity-based Compensation | 20.7 |
| | 17.6 |
| | 19.0 |
|
| (+) Net Interest | 7.4 |
| | 6.6 |
| | 8.0 |
|
| (+) Reserve for Litigation and Contingencies | (4.1 | ) | | — |
| | 9.0 |
|
| (=) Fee Related Earnings | $ | 82.0 |
| | $ | (174.9 | ) | | $ | 20.0 |
|
| (+) Realized Net Performance Fees | 40.4 |
| | 19.0 |
| | 21.4 |
|
| (+) Realized Investment Income | 11.9 |
| | 5.1 |
| | 5.4 |
|
| (+) Net Interest | (7.4 | ) | | (6.6 | ) | | (8.0 | ) |
| (=) Distributable Earnings | $ | 126.9 |
| | $ | (157.4 | ) | | $ | 38.8 |
|
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016 and Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Distributable Earnings
Distributable earnings increased $284.3 million for the year ended December 31, 2017 as compared to 2016, and decreased $196.2 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the changes in distributable earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Distributable earnings, prior year | $ | (157.4 | ) | $ | 38.8 |
|
| Increases (decreases): | | |
| Increase (decrease) in realized net performance fees | 21.4 |
| (2.4 | ) |
| Increase (decrease) in realized investment income | 6.8 |
| (0.3 | ) |
| Increase (decrease) in fee related earnings | 256.9 |
| (194.9 | ) |
| (Increase) decrease in net interest | (0.8 | ) | 1.4 |
|
| Total increase (decrease) | 284.3 |
| (196.2 | ) |
| Distributable earnings, current year | $ | 126.9 |
| $ | (157.4 | ) |
Realized Net Performance Fees. Realized net performance fees increased $21.4 million for the year ended December 31, 2017 as compared to 2016 and decreased $2.4 million for the year ended December 31, 2016 as compared to 2015. The majority of realized net performance fees were generated by our distressed debt carry funds in 2017, our structured credit funds in 2016 and both our structured credit funds and ESG in 2015.
Realized Investment Income. Realized investment income increased $6.8 million for the year ended December 31, 2017 as compared to 2016 and decreased $0.3 million for the year ended December 31, 2016 as compared to 2015. The increase in realized investment income for the year ended December 31, 2017 as compared to 2016 was primarily due to higher realizations on investments in our structured credit funds. The decrease in realized investment income for the year ended December 31, 2016 as compared to 2015 was primarily due to greater realized losses on our hedge funds, partially offset by higher realizations on our structured credit funds and carry funds.
Fee Related Earnings
Fee related earnings increased $256.9 million for the year ended December 31, 2017 as compared to 2016, and decreased $194.9 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the change in fee related earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Fee related earnings, prior year | $ | (174.9 | ) | $ | 20.0 |
|
| Increases (Decreases): | | |
| Decrease in fee revenues | (4.4 | ) | (14.8 | ) |
| Decrease in direct and indirect base compensation | 15.5 |
| 9.5 |
|
Decrease (increase) in general, administrative and
other expenses | 242.6 |
| (189.2 | ) |
| All other changes | 3.2 |
| (0.4 | ) |
| Total increase (decrease) | 256.9 |
| (194.9 | ) |
| Fee related earnings, current year | $ | 82.0 |
| $ | (174.9 | ) |
Fee Revenues. Total fee revenues decreased $4.4 million for the year ended December 31, 2017 as compared to 2016 and decreased $14.8 million for the year ended December 31, 2016 as compared to 2015, due to the following:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Lower fund management fees | $ | (4.0 | ) | $ | (15.2 | ) |
| (Lower) higher portfolio advisory fees | (0.4 | ) | 0.4 |
|
| Total decrease in fee revenues | $ | (4.4 | ) | $ | (14.8 | ) |
The decrease in fund management fees for the year ended December 31, 2017 as compared to 2016 was primarily due to a decrease of $30.2 million in fund management fees related to the separation from the hedge funds and lower basis on certain carry funds. These decreases were partially offset by a $24.1 million increase in fund management fees primarily as a result of increased commitments and subsequent closings for CSP IV during 2017.
The decrease in fund management fees for the year ended December 31, 2016 as compared to 2015 was primarily due to lower hedge fund assets under management and lower basis on certain carry funds, partially offset by the activation of fees on our second energy mezzanine opportunity fund (“CEMOF II”). Assets under management reflects no material amounts for hedge funds at December 31, 2016, down from from $8.3 billion at December 31, 2015, primarily due to the transactions related to ESG and Claren Road in which the Partnership transferred its interests in ESG and Claren Road back to their respective founders, redemptions and investment depreciation.
The weighted average management fee rate on our carry funds decreased slightly from 1.37% at December 31, 2016 to 1.35% at December 31, 2017 primarily due to a lower blended fee rate for CSP IV upon completion of the fundraising process.
The weighted average management fee rate on our carry funds decreased from 1.38% at December 31, 2015 to 1.37% at December 31, 2016 primarily due to a lower blended fee rate for CEMOF II upon completion of the fundraising process. Fee-earning AUM for our hedge funds was zero as of December 31, 2016.
Direct and indirect compensation expense. Direct and indirect compensation expense decreased $15.5 million for the year ended December 31, 2017 as compared to 2016 primarily due to lower headcount from the separation of the hedge fund business, which resulted in $24.9 million of lower compensation. This decrease was partially offset by an increase in 2017 cash bonuses.
Direct and indirect base compensation decreased $9.5 million for the year ended December 31, 2016 as compared to 2015 primarily due to lower headcount, partially offset by increased compensation costs of $2.8 million related to fundraising activities.
General, administrative and other indirect expenses. General, administrative and other indirect expenses decreased $242.6 million for the year ended December 31, 2017 as compared to 2016 and increased $189.2 million for the year ended December 31, 2016 as compared to 2015, primarily due to the following:
|
| | | | | | |
| | Year Ended December 31, |
| | 2017 | 2016 |
| | (Dollars in Millions) |
| (Absence of) increase in commodities-related contingency reserves | $ | (175.0 | ) | $ | 175.0 |
|
| (Absence of) expenses incurred related to Claren Road transaction | (25.0 | ) | 25.0 |
|
| Increase in insurance recoveries related to litigation | (10.0 | ) | (25.0 | ) |
| Increase in professional fees, including legal costs related to commodities | 144.2 |
| 11.5 |
|
| Increase in insurance recovery related to commodities | (177.3 | ) | — |
|
| All other changes | 0.5 |
| 2.7 |
|
| Total (decrease) increase | $ | (242.6 | ) | $ | 189.2 |
|
Economic Income (Loss)
Economic income (loss) increased $265.8 million for the year ended December 31, 2017 as compared to 2016, and decreased $118.8 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the change in economic income (loss) for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Economic income (loss), prior year | $ | (159.1 | ) | $ | (40.3 | ) |
| Increases (decreases): | | |
| Increase in net performance fees | 11.8 |
| 33.6 |
|
| (Decrease) increase in investment income | (3.1 | ) | 30.7 |
|
| (Increase) decrease in equity-based compensation | (3.1 | ) | 1.4 |
|
| Increase (decrease) in fee related earnings | 256.9 |
| (194.9 | ) |
| Increase (decrease) in net interest | (0.8 | ) | 1.4 |
|
| Decrease in reserve for litigation and contingencies | 4.1 |
| 9.0 |
|
| Total increase (decrease) | 265.8 |
| (118.8 | ) |
| Economic income (loss), current year | $ | 106.7 |
| $ | (159.1 | ) |
Performance Fees. Performance fees (realized and unrealized) for the years ended December 31, 2017, 2016 and 2015 are from the following types of funds:
|
| | | | | | | | | | | |
| | Performance Fees |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Carry funds | $ | 18.1 |
| | $ | 0.3 |
| | $ | (62.9 | ) |
| Hedge funds | — |
| | 0.9 |
| | 10.5 |
|
| Structured credit funds and other | 41.0 |
| | 36.6 |
| | 27.3 |
|
| Total performance fees | $ | 59.1 |
| | $ | 37.8 |
| | $ | (25.1 | ) |
The $59.1 million of performance fees for the year ended December 31, 2017 was driven primarily by performance fees recognized from the following funds:
•CLOs of $18.1 million, and
•Carlyle Strategic Partners III, L.P. (“CSP III”) of $13.2 million.
The $37.8 million of performance fees for the year ended December 31, 2016 was driven primarily by performance fees recognized from the following funds:
•CLOs of $19.0 million,
•Carlyle Strategic Partners III, L.P. (“CSP III”) of $3.5 million,
•Carlyle Strategic Partners II, L.P. (“CSP II”) of $2.6 million, and
•Carlyle Mezzanine Partners II, L.P. (“CMP II”) of $(5.8) million.
The $(25.1) million of performance fees for the year ended December 31, 2015 was driven primarily by performance fees recognized from the following funds:
•our first energy mezzanine fund (“CEMOF”) of $(43.1) million,
•CMP II of $(19.3) million, and
•ESG funds of $7.3 million.
Performance fees of $59.1 million, $37.8 million, and $(25.1) million are inclusive of performance fees reversed of approximately $5.8 million, $5.8 million, and $63.1 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The appreciation (depreciation) in remaining value of assets for this segment's carry funds are as follows:
|
| | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| Carry funds | 11% | (11)% | (8)% |
Net performance fees as a percentage of total performance fees are as follows:
|
| | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | 2016 | 2015 |
| | (Dollars in millions) |
| Net Performance Fees | $ | 31.4 |
| $ | 19.6 |
| $ | (14.0 | ) |
| | | | |
| Percentage of Total Performance Fees | 53 | % | 52 | % | 56 | % |
The increase in net performance fees for the year ended December 31, 2017 as compared to the year ended December 31, 2016 is primarily due to increased performance fees generated from our carry funds and business development companies in 2017 as compared to 2016. The increase in net performance fees for the year ended December 31, 2016 as compared to the year ended December 31, 2015 is primarily due to increased performance fees generated from our business development companies in 2016 as compared to 2015.
Total Investment Income (Loss). Total investment income (realized and unrealized) for the year ended December 31, 2017 was $17.3 million compared to total investment income of $20.4 million for the year ended December 31, 2016. The decrease in investment income from 2016 to 2017 relates primarily to lower appreciation on certain U.S. and Euro-denominated collateralized loan obligations during 2017 as compared to 2016. This decrease was partially offset by appreciation on our carry funds in 2017 as compared to depreciation on our carry funds in 2016 and higher realizations on our structured credit funds and carry funds in 2017 as compared to 2016.
Total investment income was $20.4 million for the year ended December 31, 2016 compared to total investment loss of $10.3 million in 2015. The increase in total investment income from 2015 to 2016 relates primarily to appreciation on certain U.S. and Euro-denominated collateralized loan obligations during 2016 as compared to depreciation on investments in U.S.-denominated collateralized loan obligations for 2015.
Equity-based Compensation. Equity-based compensation was $20.7 million, $17.6 million, and $19.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Reserve for Litigation and Contingencies. Global Credit's share of the reserve for litigation and contingencies decreased $4.1 million for the year ended December 31, 2017. The decrease was primarily related to Global Credit's share of the $25 million reserve reversal related to the CCC litigation recognized in 2017. See Note 9 to the consolidated financial statements for more information on the CCC litigation. Global Credit had recognized its share of a $50 million reserve for litigation and contingencies for $9.0 million in 2015.
Fee-earning AUM as of and for each of the Three Years in the Period Ended December 31, 2017
Fee-earning AUM is presented below for each period together with the components of change during each respective period.
The table below breaks out Fee-earning AUM by its respective components at each period.
|
| | | | | | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Global Credit | | | |
| Components of Fee-earning AUM (1) | | | |
| Fee-earning AUM based on capital commitments | $ | 5,026 |
| | $ | 4,010 |
| | $ | 2,298 |
|
| Fee-earning AUM based on invested capital | 1,457 |
| | 1,278 |
| | 1,601 |
|
| Fee-earning AUM based on collateral balances, at par | 18,625 |
| | 16,999 |
| | 17,896 |
|
| Fee-earning AUM based on net asset value | 42 |
| | — |
| | 7,811 |
|
| Fee-earning AUM based on other (2) | 2,112 |
| | 1,839 |
| | 1,366 |
|
| Total Fee-earning AUM | $ | 27,262 |
| | $ | 24,126 |
| | $ | 30,972 |
|
| Weighted Average Management Fee Rates (3) | | | |
| All Funds, excluding CLOs | 1.35 | % | | 1.37 | % | | 1.52 | % |
| |
| (1) | For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management.” |
| |
| (2) | Includes funds with fees based on gross asset value. |
| |
| (3) | Represents the aggregate effective management fee rate for carry funds and hedge funds, weighted by each fund’s Fee-earning AUM, as of the end of each period presented. Management fees for CLOs are based on the total par amount of the assets (collateral) and principal balance of the notes in the fund and are not calculated as a percentage of equity and are therefore not included. |
The table below provides the period to period rollforward of Fee-earning AUM.
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Global Credit | | | |
| Fee-earning AUM Rollforward | | | |
| Balance, Beginning of Period | $ | 24,126 |
| | $ | 30,972 |
| | $ | 33,898 |
|
| Acquisitions/(Divestments) (1) | — |
| | (4,356 | ) | | — |
|
| Inflows, including Fee-paying Commitments (2) | 1,413 |
| | 1,901 |
| | 2,422 |
|
| Outflows, including Distributions (3) | (265 | ) | | (668 | ) | | (1,025 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | (2,764 | ) | | (4,327 | ) |
| Changes in CLO collateral balances (5) | 843 |
| | (714 | ) | | 850 |
|
| Market Appreciation/(Depreciation) (6) | 13 |
| | (475 | ) | | (674 | ) |
| Foreign Exchange and other (7) | 1,132 |
| | 230 |
| | (172 | ) |
| Balance, End of Period | $ | 27,262 |
| | $ | 24,126 |
| | $ | 30,972 |
|
| |
| (1) | Divestment activity represents ESG assets which were transferred to the ESG founders in a transaction that closed in October 2016 and Claren Road assets which were transferred to the Claren Road founders in a transaction that closed in January 2017. |
| |
| (2) | Inflows represent limited partner capital raised and capital invested by our carry funds outside the investment period. |
| |
| (3) | Outflows represent limited partner distributions from our carry funds, changes in fee basis for our carry funds where the investment period has expired, and reductions for funds that are no longer calling fees. |
| |
| (4) | Represents the net result of subscriptions to and redemptions from our hedge funds and mutual fund. |
| |
| (5) | Represents the change in the aggregate Fee-earning collateral balances at par of our CLOs/structured products, as of the quarterly cut-off dates. |
| |
| (6) | Market Appreciation/(Depreciation) represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower of cost or fair value and net asset value. |
| |
| (7) | Includes activity of funds with fees based on gross asset value. Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
Fee-earning AUM was $27.3 billion at December 31, 2017, an increase of $3.2 billion, or 13%, compared to $24.1 billion at December 31, 2016. Driving the increase were inflows of $1.4 billion primarily attributable to new fee-paying commitments raised in CSP IV. Also driving the increase was foreign exchange and other activity of $1.1 billion primarily related to foreign exchange gains on our Euro-denominated CLO's and increases in our CLO collateral balances of $0.8 billion. Distributions from carry funds still in the investment period do not impact Fee-earning AUM as these funds are based on commitments and not invested capital.
Fee-earning AUM was $24.1 billion at December 31, 2016, a decrease of $6.9 billion, or 22%, compared to $31.0 billion at December 31, 2015. This was primarily the result of the divestments of our ESG and Claren Road hedge fund businesses which were sold back to their founders in separate transactions which closed in October 2016 and January 2017, respectively, and resulted in a decline in Fee-earning AUM of $4.4 billion. Also driving the decrease were net redemptions in our hedge funds of $2.8 billion and decreases in our CLO collateral balances of $0.7 billion. Partially offsetting this decrease was $1.9 billion of inflows primarily related to new commitments raised in CSP IV and CEMOF II.
Fee-earning AUM was $31.0 billion at December 31, 2015, a decrease of $2.9 billion, or 9%, compared to $33.9 billion at December 31, 2014. This was driven by $4.3 billion of net redemptions in our hedge funds, $1.0 billion of net outflows including distributions, primarily due to the change in basis from commitments to invested equity in CSP III and our first energy mezzanine fund (“CEMOF I”), and $0.7 billion in market depreciation. This was partially offset by $2.4 billion of inflows, including commitments, primarily driven by new commitments in CEMOF II and a $0.9 billion increase in the collateral balances of our CLO's.
Total AUM as of and for each of the Three Years in the Period Ended December 31, 2017
The table below provides the period to period rollforward of Total AUM.
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Global Credit | | | | | |
| Total AUM Rollforward | | | | | |
| Balance, Beginning of Period | $ | 29,399 |
| | $ | 35,255 |
| | $ | 36,741 |
|
| Acquisitions/(Divestments) (1) | — |
| | (4,707 | ) | | — |
|
| New Commitments (2) | 6,643 |
| | 7,115 |
| | 8,545 |
|
| Outflows (3) | (3,981 | ) | | (7,506 | ) | | (9,030 | ) |
| Market Appreciation/(Depreciation) (4) | 177 |
| | (1,045 | ) | | (945 | ) |
| Foreign Exchange Gain/(Loss) (5) | 829 |
| | (190 | ) | | (609 | ) |
| Other (6) | 257 |
| | 477 |
| | 553 |
|
| Balance, End of Period | $ | 33,324 |
| | $ | 29,399 |
| | $ | 35,255 |
|
| |
| (1) | Divestment activity represents ESG assets which were transferred to the ESG founders in a transaction that closed in October 2016 and Claren Road assets which were transferred to the Claren Road founders in a transaction that closed in January 2017. |
| |
| (2) | New Commitments reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. |
| |
| (3) | Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as runoff of CLO collateral balances and redemptions in our hedge funds. |
| |
| (4) | Market Appreciation/(Depreciation) generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and related co-investment vehicles, separately managed accounts and hedge funds. |
| |
| (5) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
| |
| (6) | Includes expiring available capital, the impact of capital calls for fees and expenses, change in gross asset value for our business development companies and other changes in AUM. |
Total AUM was $33.3 billion at December 31, 2017, an increase of $3.9 billion, or 13%, compared to $29.4 billion at December 31, 2016. This was driven by $6.6 billion of new commitments primarily due to new U.S. and Europe CLO issuances, as well as fundraising in CSC and CCOF. Also contributing to the increase were foreign exchange gains of $0.8 billion attributable to our Euro-denominated CLO's. Partially offsetting the increase were outflows of $4.0 billion primarily related to CLO run-off and distributions in our Global Credit carry funds.
Total AUM was $29.4 billion at December 31, 2016, a decrease of $5.9 billion, or 17%, compared to $35.3 billion at December 31, 2015. This decrease was due to outflows of $7.5 billion which were the result of CLO run-off, hedge fund redemptions, and distributions in our carry funds. Also driving the decrease were divestments of our ESG and Claren Road hedge fund businesses which were sold back to their founders in separate transactions which closed in October 2016 and January 2017, respectively, and resulted in a decline in Total AUM of $4.7 billion. Market depreciation for the period of $1.0 billion represented a 11% ($0.2 billion) decrease on our portfolio of carry funds for the period and declines in our hedge funds. Partially offsetting this decrease were new commitments of $7.1 billion primarily due to new U.S. and Europe CLO issuances as well as fundraising in CSP IV and CEMOF II.
Total AUM was $35.3 billion at December 31, 2015, a decrease of $1.4 billion, or 4%, compared to $36.7 billion at December 31, 2014. This decrease was driven by outflows of $9.0 billion primarily attributable to redemptions from our hedge funds and CLO run-off, $0.9 billion of market depreciation, representing a 8% ($0.2 billion) decrease on our portfolio of carry funds for the period and declines in our hedge funds, and $0.6 billion of foreign exchange decreases in our Euro-denominated CLOs. Partially offsetting these decreases were $8.5 billion of new commitments primarily attributable to new U.S. and Europe CLO issuances, as well as new funds raised in CEMOF II.
Fund Performance Metrics
Fund performance information for certain of our Global Credit Funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group L.P. is not an investment in any of our funds. There can be no assurance that date.any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A. Risk Factors — Risks Related to Our Business Operations — The historical returns attributable to our funds including those presented in this report should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.”
The following table reflects the performance of certain funds in our Global Credit business. These tables separately present funds that, as of the periods presented, had at least $1.0 billion in capital commitments, cumulative equity invested or total equity value. See “Business — Our Family of Funds” for a legend of the fund acronyms listed below.
|
| | | | | | | | | | | | | | | | | | | | | | |
| |
| |
| |
| TOTAL INVESTMENTS |
| |
| |
| |
| As of December 31, 2017 |
| Inception to December 31, 2017 |
| Global Credit (Carry Funds Only) |
| Fund
Inception
Date (1) | | Committed
Capital | | Cumulative
Invested Capital (2) | | Total Fair
Value (3) | | MOIC (4) | | Gross IRR (5) (10) | | Net IRR (6) (10) |
|
| (Reported in Local Currency, in Millions) |
| |
| |
| Fully Invested/Committed Funds (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CSP II |
| 6/2007 |
| $ | 1,352.3 |
|
| $ | 1,352.3 |
|
| $ | 2,465.6 |
|
| 1.8x |
| 17 | % |
| 11 | % |
| CSP III |
| 8/2011 |
| $ | 702.8 |
|
| $ | 702.8 |
|
| $ | 1,163.4 |
|
| 1.7x |
| 32 | % |
| 20 | % |
| CEMOF I |
| 12/2010 |
| $ | 1,382.5 |
|
| $ | 1,599.9 |
|
| $ | 1,419.4 |
|
| 0.9x |
| Neg |
|
| Neg |
|
| All Other Funds (8) |
|
|
|
|
|
| $ | 1,438.5 |
|
| $ | 1,998.3 |
|
| 1.4x |
| 12 | % |
| 7 | % |
| Coinvestments and Other (9) |
|
|
|
|
|
| $ | 976.4 |
|
| $ | 938.6 |
|
| 1.0x |
| NM |
|
| NM |
|
| Total Fully Invested/Committed Funds |
| $ | 6,069.9 |
|
| $ | 7,985.3 |
|
| 1.3x |
| 12 | % |
| 6 | % |
| Funds in the Investment Period (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CSP IV |
| 3/2016 |
| $ | 2,500.0 |
|
| $ | 661.4 |
|
| $ | 766.7 |
|
| 1.2x |
| NM |
|
| NM |
|
| CEMOF II |
| 2/2015 |
| $ | 2,819.2 |
|
| $ | 878.4 |
|
| $ | 933.1 |
|
| 1.1x |
| NM |
|
| NM |
|
| All Other Funds |
|
|
|
|
|
| $ | 173.9 |
|
| $ | 179.5 |
|
| 1.0x |
| NM |
|
| NM |
|
| Total Funds in the Investment Period |
|
|
|
|
|
| $ | 1,713.7 |
|
| $ | 1,879.3 |
|
| 1.1x |
| NM |
|
| NM |
|
| TOTAL Global Credit |
|
|
|
|
|
| $ | 7,783.6 |
|
| $ | 9,864.6 |
|
| 1.3x |
| 12 | % |
| 6 | % |
| |
| (1) | The data presented herein that provides “inception to date” performance results of our segments relates to the period following the formation of the first fund within each segment. For our Global Credit segment our first carry fund was formed in 2004. |
| |
| (2) | Represents the original cost of all capital called for investments since inception of the fund. |
| |
| (3) | Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest. |
| |
| (4) | Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. |
| |
| (5) | Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value before management fees, expenses and carried interest. |
| |
| (6) | Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance fees with a blended Net IRR that is below the preferred return hurdle for that fund. |
| |
| (7) | Fully Invested funds are past the expiration date of the investment period as defined in the respective limited partnership agreement. In instances where a successor fund has had its first capital call, the predecessor fund is categorized as fully invested. |
| |
| (8) | Aggregate includes the following funds: CMP I, CMP II, CSP I, and CASCOF. |
| |
| (9) | Includes co-investments and certain other stand-alone investments arranged by us. |
| |
| (10) | For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end. |
|
| | | | | | | | | | | | | | | |
| | Remaining Fair Value (1) | Unrealized MOIC (2) | Total MOIC (3) | % Invested (4) | In Accrued Carry/ (Giveback) (5) | LTM Realized Carry (6) | Catch up Rate | Fee Initiation Date (7) | Quarters Since Fee Initiation | Original Investment Period End Date |
| | As of December 31, 2017 |
| Global Credit | | | | | | | | | |
| CEMOF II | $ | 892.4 |
| 1.0x | 1.1x | 31 | % |
| | 100 | % | Dec-15 | 9 |
| Feb-20 |
| CEMOF I | $ | 859.2 |
| 0.6x | 0.9x | 116 | % |
|
| 100 | % | Dec-10 | 29 |
| Dec-15 |
| CSP IV | $ | 633.6 |
| 1.1x | 1.2x | 26 | % | X |
| 100 | % | Feb-17 | 4 |
| Jun-20 |
| CSP III | $ | 324.8 |
| 1.1x | 1.7x | 100 | % | X | X | 80 | % | Dec-11 | 25 |
| Aug-15 |
| All Other Funds (8) | $ | 366.1 |
| 0.9x | 1.6x |
| NM | NM |
|
|
|
|
| Co-investment and Other (9) | $ | 797.4 |
| 0.8x | 1.0x |
| NM | NM |
|
|
|
|
| Total Global Credit | $ | 3,873.5 |
| 0.8x | 1.3x |
|
|
|
|
|
|
|
| |
| (1) | Remaining Fair Value reflects the unrealized carrying value of investments in carry funds and related co-investment vehicles. Significant funds with remaining fair value of greater than $100 million are listed individually. |
| |
| (2) | Unrealized multiple of invested capital (“MOIC”) represents remaining fair market value, before management fees, expenses and carried interest, divided by investment cost. |
| |
| (3) | Total MOIC represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. For certain funds, represents the original cost of investments net of investment-level recallable proceeds, which is adjusted to reflect recyclability of invested capital for the purpose of calculating the fund MOIC. |
| |
| (4) | Represents cumulative equity invested as of the reporting period divided by total commitments. Amount can be greater than 100% due to the re-investment of recallable distributions to fund investors. |
| |
| (5) | Fund has accrued carry/(giveback) as of the reporting period. |
| |
| (6) | Fund has realized carry in the last twelve months. |
| |
| (7) | Represents the date of the first capital contribution for management fees. |
| |
| (8) | Aggregate includes the following funds: CSP I, CSP II, CMP I, CMP II, CSC, CCOF, and CASCOF. In Accrued Carry/(Clawback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
| |
| (9) | Includes co-investments, prefund investments and certain other stand-alone investments arranged by us. In Accrued Carry/(Giveback) and LTM Realized Carry not indicated because the indicator does not apply to each fund within the aggregate. |
Investment Solutions
In February 2016, we decided to restructure our Investment Solutions was previously referredsegment to as Solutions. focus on private market secondaries, primary investments, co-investment and managed account activities and, given the challenging market environment, discontinue our fund of hedge funds and liquid alternative initiatives. As a result, the Partnership has substantially wound down the operations of DGAM.
The following table presents our results of operations for our Investment Solutions segment:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Segment Revenues | | | | | | | | | | |
| Fund level fee revenues | | | | | | | | | | |
| Fund management fees | $ | 181.4 |
| | $ | 119.0 |
| | $ | 68.8 |
| $ | 154.9 |
| | $ | 140.3 |
| | $ | 153.9 |
|
| Portfolio advisory fees, net | — |
| | — |
| | — |
| — |
| | 0.8 |
| | — |
|
| Transaction fees, net | — |
| | — |
| | — |
| |
| Total fund level fee revenues | 181.4 |
| | 119.0 |
| | 68.8 |
| 154.9 |
| | 141.1 |
| | 153.9 |
|
| Performance fees |
| |
| |
|
| |
| |
|
| Realized | 42.9 |
| | 21.7 |
| | 10.6 |
| 86.4 |
| | 65.6 |
| | 24.1 |
|
| Unrealized | 150.0 |
| | 129.8 |
| | 30.5 |
| 56.0 |
| | 38.2 |
| | 103.6 |
|
| Total performance fees | 192.9 |
| | 151.5 |
| | 41.1 |
| 142.4 |
| | 103.8 |
| | 127.7 |
|
| Investment income |
| |
| |
| |
| Investment income (loss) | |
| |
| |
|
| Realized | — |
| | — |
| | — |
| 0.1 |
| | 0.1 |
| | 0.1 |
|
| Unrealized | 0.4 |
| | 0.2 |
| | — |
| 3.9 |
| | (0.3 | ) | | 0.2 |
|
| Total investment income | 0.4 |
| | 0.2 |
| | — |
| |
| Interest and other income | 1.3 |
| | 0.2 |
| | 0.7 |
| |
| Total investment income (loss) | | 4.0 |
| | (0.2 | ) | | 0.3 |
|
| Interest income | | 1.1 |
| | 0.4 |
| | 0.2 |
|
| Other income | | 0.4 |
| | 0.5 |
| | 0.9 |
|
| Total revenues | 376.0 |
| | 270.9 |
| | 110.6 |
| 302.8 |
| | 245.6 |
| | 283.0 |
|
| Segment Expenses |
| |
| |
|
| |
| |
|
| Compensation and benefits |
| |
| |
|
| |
| |
|
| Direct base compensation | 85.8 |
| | 53.6 |
| | 33.8 |
| 72.0 |
| | 66.8 |
| | 82.3 |
|
| Indirect base compensation | 13.6 |
| | 5.6 |
| | 6.2 |
| 12.7 |
| | 13.7 |
| | 13.0 |
|
| Equity-based compensation | 4.8 |
| | 0.7 |
| | — |
| 7.8 |
| | 6.4 |
| | 12.4 |
|
| Performance fee related |
| |
| |
|
| |
| |
|
| Realized | 30.9 |
| | 14.3 |
| | 10.0 |
| 83.2 |
| | 63.2 |
| | 20.3 |
|
| Unrealized | 145.0 |
| | 131.2 |
| | 32.1 |
| 33.8 |
| | 27.6 |
| | 94.8 |
|
| Total compensation and benefits | 280.1 |
| | 205.4 |
| | 82.1 |
| 209.5 |
| | 177.7 |
| | 222.8 |
|
| General, administrative, and other indirect expenses | 41.9 |
| | 23.2 |
| | 10.7 |
| 32.3 |
| | 34.5 |
| | 46.0 |
|
| Depreciation and amortization expense | 3.8 |
| | 2.3 |
| | 1.6 |
| 3.6 |
| | 3.3 |
| | 3.8 |
|
| Interest expense | 5.5 |
| | 2.3 |
| | 1.3 |
| 6.1 |
| | 5.8 |
| | 5.9 |
|
| Total expenses | 331.3 |
| | 233.2 |
| | 95.7 |
| 251.5 |
| | 221.3 |
| | 278.5 |
|
Economic Net Income(1) | $ | 44.7 |
| | $ | 37.7 |
| | $ | 14.9 |
| |
| Economic Income | | $ | 51.3 |
| | $ | 24.3 |
| | $ | 4.5 |
|
(-) Net Performance Fees(1) | 17.0 |
| | 6.0 |
| | (1.0 | ) | 25.4 |
| | 13.0 |
| | 12.6 |
|
| (-) Investment Income | 0.4 |
| | 0.2 |
| | — |
| |
| (-) Investment Income (Loss) | | 4.0 |
| | (0.2 | ) | | 0.3 |
|
| (+) Equity-based Compensation | 4.8 |
| | 0.7 |
| | — |
| 7.8 |
| | 6.4 |
| | 12.4 |
|
| (=) Fee-Related Earnings | $ | 32.1 |
| | $ | 32.2 |
| | $ | 15.9 |
| |
(+) Realized Net Performance Fees(1) | 12.0 |
| | 7.4 |
| | 0.6 |
| |
| (+) Net Interest | | 5.0 |
| | 5.4 |
| | 5.7 |
|
| (+) Reserve for Litigation and Contingencies | | (2.6 | ) | | — |
| | 5.0 |
|
| (=) Fee Related Earnings | | $ | 32.1 |
| | $ | 23.3 |
| | $ | 14.7 |
|
| (+) Realized Net Performance Fees | | 3.2 |
| | 2.4 |
| | 3.8 |
|
| (+) Realized Investment Income | — |
| | — |
| | — |
| 0.1 |
| | 0.1 |
| | 0.1 |
|
(=) Distributable Earnings(1) | $ | 44.1 |
| | $ | 39.6 |
| | $ | 16.5 |
| |
| (+) Net Interest | | (5.0 | ) | | (5.4 | ) | | (5.7 | ) |
| (=) Distributable Earnings | | $ | 30.4 |
| | $ | 20.4 |
| | $ | 12.9 |
|
(1) - In the fourth quarter of 2014, we reclassified certain tax expenses associated with carried interest attributable to certain partners and employees as a component of performance fee related compensation expense. Prior periods have been reclassified to conform with our new presentation.
Year Ended December 31, 20142017 Compared to the Year Ended December 31, 20132016 and Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Total fee revenues were $181.4 million and $119.0
Distributable Earnings
Distributable earnings increased $10.0 million for the year ended December 31, 20142017 as compared to 2016, and 2013, respectively. The increase was due primarily to the increase of $15.9 million of management fees from our acquisition of Metropolitan, the incremental $17.5 million of management fees from our acquisition of DGAM, and the increase in management fees from our acquisition of the remaining 40% equity interest in AlpInvest in August 2013.
Total compensation and benefits were $280.1 million and $205.4increased $7.5 million for the year ended December 31, 20142016 as compared to 2015. The following table provides the components of the change in distributable earnings for the years ended December 31, 2017 and 2013, respectively.2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Distributable earnings, prior year | $ | 20.4 |
| $ | 12.9 |
|
| Increases (decreases): | | |
| Increase (decrease) in realized net performance fees | 0.8 |
| (1.4 | ) |
| Increase in fee related earnings | 8.8 |
| 8.6 |
|
| Decrease in net interest | 0.4 |
| 0.3 |
|
| Total increase | 10.0 |
| 7.5 |
|
| Distributable earnings, current year | $ | 30.4 |
| $ | 20.4 |
|
Realized Net Performance fee related compensation expense was $175.9 million and $145.5 million, or 91% and 96% ofFees. Realized net performance fees increased $0.8 million for the year ended December 31, 20142017 as compared to 2016, and 2013, respectively.decreased $1.4 million for the year ended December 31, 2016 as compared to 2015. Substantially all of the realized net performance fees were generated from the AlpInvest carry fund vehicles for the years ended December 31, 2017, 2016 and 2015.
Fee Related Earnings
Fee related earnings increased $8.8 million for the year ended December 31, 2017 as compared to 2016, and increased $8.6 million for the year ended December 31, 2016 as compared to 2015. The following table provides the components of the change in fee related earnings for the years ended December 31, 2017 and 2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Fee related earnings, prior year | $ | 23.3 |
| $ | 14.7 |
|
| Increases (decreases): | | |
| Increase (decrease) in fee revenues | 13.8 |
| (12.8 | ) |
(Increase) decrease in direct and indirect base
compensation | (4.2 | ) | 14.8 |
|
(Increase) decrease in general, administrative and
other expenses | (0.4 | ) | 6.5 |
|
| All other changes | (0.4 | ) | 0.1 |
|
| Total increase | 8.8 |
| 8.6 |
|
| Fee related earnings, current year | $ | 32.1 |
| $ | 23.3 |
|
Fee Revenues. Total fee revenues increased $13.8 million for the year ended December 31, 2017 as compared to 2016, primarily due to increased management fees from our private equity fund vehicles as a result of closings of new fund vehicles, which have a higher average management fee rate than older fund vehicles, as well as $1.2 million of catch-up management fees in 2017. Fee revenues also benefited from favorable foreign currency adjustments during 2017. This increase is partially offset by the wind-down of DGAM and the related redemptions from its fund of hedge funds, which decreased our fee revenues by $5.6 million in 2017 as compared to 2016.
Total fee revenues decreased $12.8 million for the year ended December 31, 2016 as compared to 2015, primarily due to the wind-down of DGAM and the related redemptions from its fund of hedge funds, which decreased our fee revenues by $10.9 million in 2016.
Direct and indirect compensation expense. Direct and indirect compensation expense increased $4.2 million for the year ended December 31, 2017 as compared to 2016, primarily due to an increase in 2017 cash bonuses.
Direct and indirect base compensation expense was $99.4 million and $59.2decreased $14.8 million for the year ended December 31, 2014 and 2013, respectively. After considering2016 as compared to 2015, primarily due to lower headcount in 2016 resulting from the increase in compensation expense from our acquisition of Metropolitan of $11.0 million and our acquisitionwind-down of DGAM, partially offset by higher compensation associated with fundraising activities of $11.0$4.1 million in 2016 versus 2015.
General, administrative and the acquisition of the remaining 40% equity interest in AlpInvest, the increase was also due to incremental costs related to investments in additional investor relations personnel for the Investment Solutions business lines.
Equity-based compensation was $4.8 millionother indirect expenses. General, administrative and $0.7other indirect expenses increased $0.4 million for the yearsyear ended December 31, 20142017 as compared to 2016, primarily due to negative foreign currency adjustments, partially offset by lower professional fees and 2013, respectively. The increase is due primarily to the ongoing granting of deferred restricted common units to new and existing employees during 2013 and 2014 and, to a lesser extent, a decrease in the estimated forfeiture rates during the second quarter of 2013.lower external costs associated with fundraising activities.
General, administrative and other indirect expenses were $41.9decreased $6.5 million for the year ended December 31, 2016 as compared to 2015, primarily due to lower professional fees, information technology and $23.2real estate costs, partially offset by lower foreign currency gains in 2016 as compared to 2015.
Economic Income
Economic income increased $27.0 million for the year ended December 31, 2017 as compared to 2016 and increased $19.8 million for the year ended December 31, 2016 as compared to 2015. The following table provides a rollforward of economic income for the years ended December 31, 20142017 and 2013, respectively. The increase was due primarily to the increase in general, administrative2016:
|
| | | | | | |
| Year Ended December 31, |
| 2017 | 2016 |
| (Dollars in Millions) |
| Economic income, prior year | $ | 24.3 |
| $ | 4.5 |
|
| Increases (decreases): | | |
| Increase in net performance fees | 12.4 |
| 0.4 |
|
| Increase (decrease) in investment income | 4.2 |
| (0.5 | ) |
| (Increase) decrease in equity-based compensation | (1.4 | ) | 6.0 |
|
| Increase in fee related earnings | 8.8 |
| 8.6 |
|
| Decrease in net interest | 0.4 |
| 0.3 |
|
| Decrease in reserve for litigation and contingencies | 2.6 |
| 5.0 |
|
| Total increase | 27.0 |
| 19.8 |
|
| Economic income, current year | $ | 51.3 |
| $ | 24.3 |
|
Performance Fees. Performance fees (realized and other indirect expenses from our acquisition of Metropolitan of $5.9 million and our acquisition of DGAM of $4.8 million, and the acquisition of the remaining 40% equity interest in AlpInvest.
Depreciation and amortization expense was $3.8 million and $2.3 millionunrealized) for the years ended December 31, 20142017, 2016 and 2013, respectively.
Interest expense was $5.5 million and $2.3 million for2015 are from the years ended December 31, 2014 and 2013, respectively. The increase was due primarily to the allocated interest on $400 million and $200 millionfollowing types of 5.625% senior notes due 2043 issued in March 2013 and March 2014, respectively.
Economic Net Income. Economic net income was $44.7 million and $37.7 million for the years ended December 31, 2014 and 2013, respectively. The increase in ENI for the year ended December 31, 2014 as compared to 2013 was primarily driven by an increase in net performance fees of $11.0 million, partially offset by an increase in equity-based compensation expense of $4.1 million and a decrease in fee related earnings of $0.1 million.funds:
Fee Related Earnings. Fee related earnings were $32.1 million and $32.2 million for the years ended December 31, 2014 and 2013, respectively.Performance Fees. |
| | | | | | | | | | | |
| | Performance Fees |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Private equity fund vehicles | $ | 138.5 |
| | $ | 103.3 |
| | $ | 125.6 |
|
| Fund of hedge fund vehicles | — |
| | — |
| | 0.4 |
|
| Real estate fund vehicles | 3.9 |
| | 0.5 |
| | 1.7 |
|
| Total performance fees | $ | 142.4 |
| | $ | 103.8 |
| | $ | 127.7 |
|
Under our arrangements with the historical owners and management team of AlpInvest, we generally do not retain any carried interest in respect of the historical investments and commitments to our AlpInvest fund of funds vehicles that existed as of July 1, 2011 (including any options to increase any such commitments exercised after such date). We are entitled to 15% of the carried interest in respect of commitments from the historical owners of AlpInvest for the period between 2011 and 2020 and 40% of the carried interest in respect of all other commitments (including all future commitments from third parties).
147
The increase in performance fees in 2017 as compared to 2016 is primarily due to higher realizations in our carry funds in 2017. Additionally, overall, our carry funds appreciated 10% in 2017 (excluding the impact of foreign currency, appreciation was 19% for 2017), while appreciating 12% in 2016.
The decrease in performance fees in 2016 as compared to 2015 is primarily due to lower appreciation in our carry funds in 2016. Our carry funds appreciated 12% in 2016 as compared to 23% in 2015.
Performance fees were $192.9 million and $151.5 million for the years ended December 31, 2014 and 2013, respectively. Performance fees for 2014 are inclusive of approximately $0.7The $142.4 million of performance fee reversals; there were no reversals of performance fees for 2013. Performance fees for this segment by type of fund are as follows:
|
| | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 |
| | (Dollars in millions) |
| Private equity fund of funds | $ | 185.7 |
| | $ | 151.5 |
|
| Hedge fund of funds | 7.2 |
| | — |
|
| Performance fees | $ | 192.9 |
| | $ | 151.5 |
|
The $192.9 million in performance fees for the year ended December 31, 20142017 was driven by performance fees forrecognized from a variety of funds, the Co-Investmentlargest of which are listed below:
•Co-investment Fund & Secondaries Fund (2014-2015) of $17.3 million,
•Co-investment Fund & Secondaries Fund (2012-2013) of $32.9$11.8 million, Co-Investmentand
•Co-investment Fund & Secondaries Fund (2009-2010) of $24.3$11.3 million.
The $103.8 million Partnershipof performance fees for the year ended December 31, 2016 was driven primarily by performance fees recognized from a variety of funds, the largest of which are listed below:
•Co-investment Fund (2007)& Secondaries Fund (2012-2013) of $14.5$19.2 million,
•Co-investment Fund & Secondaries Fund (2009-2010) of $16.0 million, and
•Co-investment Fund & Secondaries Fund (2014-2015) of $10.8 million.
The $127.7 million of performance fees for the year ended December 31, 2015 was driven primarily by performance fees recognized from a variety of funds, the largest of which are listed below:
•Co-investment Fund & Secondaries Fund (2012-2013) of $27.1 million,
•Co-investment Fund & Secondaries Fund (2009-2010) of $22.6 million, and
•Partnership Fund (2008) of $13.8$12.2 million.
Performance fees of $142.4 million, $103.8 million, and $127.7 million are inclusive of performance fees reversed of approximately $2.4 million and $11.5 million for the years ended December 31, 20142016 and 20132015, respectively. There were primarily due tono significant performance fees reversed for the overallyear ended December 31, 2017.
The appreciation in remaining value of our Investment Solutions carry funds for this segment are as follows:
|
| | | |
| Year Ended December 31, |
| 2017 | 2016 | 2015 |
| Carry funds | 10% | 12% | 23% |
Note: The appreciation presented is a weighted average blend of the remaining investments in the AlpInvestrespective carry funds within Investment Solutions. These carry funds include private equity and real estate investments in primary fund, of funds vehicles of approximately 30%co-investment and 17% for the years ended December 31, 2014 and 2013, respectively.secondaries strategies, which have different return profiles.
Net performance fees for the year ended December 31, 20142017 were $17.0$25.4 million, representing an increase of $11.0$12.4 million from $6.0$13.0 million in net performance fees for the year ended December 31, 2013.
Distributable Earnings. Distributable earnings were $44.1 million and $39.6 million for the years ended December 31, 2014 and 2013, respectively. The increase in distributable earnings was due to the increase in realized net performance fees of $4.6 million, partially offset by a decrease in fee related earnings of $0.1 million.
Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
Total fee revenues were $119.0 million and $68.8 million for the year ended December 31, 2013 and 2012, respectively. After considering the increase in management fees from our acquisition of the remaining 40% equity interest in AlpInvest in August 2013 and the incremental $3.6 million of management fees from our acquisition of Metropolitan in November 2013, the increase in management fees was also due to an increase in Fee-earning AUM. Fee-earning AUM was $35.1 billion and $28.9 billion as of December 31, 2013 and 2012, respectively, representing an increase of $6.2 billion. Also, coinvestments represent a larger percentage of Fee-earning AUM in 2013 as compared to 2012. The management fee rate for coinvestments generally is higher than the management fee rates for fund investments and secondary investments.
Total compensation and benefits were $205.4 million and $82.1 million for the year ended December 31, 2013 and 2012, respectively. Performance fee related compensation expense was $145.5 million and $42.1 million, or 96% and 102% of2016. Net performance fees for the year ended December 31, 2013 and 2012, respectively. The decrease2016 were $13.0 million, representing an increase of $0.4 million from $12.6 million in performance fee compensation as a percentage ofnet performance fees is due primarily to incremental allocations of carried interest to Carlyle under our existing arrangements withfor the historical owners and management team of AlpInvest.year ended December 31, 2015.
Direct and indirect baseEquity-based Compensation. Equity-based compensation expense was $59.2$7.8 million, $6.4 million, and $40.0$12.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Reserve for Litigation and Contingencies. Investment Solutions' share of the reserve for litigation and contingencies decreased $2.6 million for the year ended December 31, 2013 and 2012, respectively. After considering the increase in compensation expense from our acquisition2017. The decrease was primarily related to Investment Solutions' share of the remaining 40% equity interest in AlpInvest in August 2013 and$25 million reserve reversal related to the acquisition of Metropolitan in November 2013, the increase in direct and indirect base compensation expense was due to adjustments to reflect higher annual bonuses. Equity-based compensation expense was $0.7 million for the year ended December 31, 2013.
General, administrative and other indirect expenses were $23.2 million and $10.7 million for the years ended December 31, 2013 and 2012, respectively. Such expenses are comprised primarily of professional fees and rent. After considering the increase in these expenses from our acquisition of the remaining 40% equity interest in AlpInvest in August 2013 and the acquisition of Metropolitan in November 2013, the increase in expense from 2012 to 2013 was due to lower expenses in 2012 from proceeds from an insurance settlementCCC litigation recognized in 2012.2017. See Note 9 to the consolidated financial statements for more information on the CCC litigation. Investment Solutions had recognized its share of a $50 million reserve for litigation and contingencies for $5.0 million in 2015.
Depreciation and amortization expense was $2.3 million and $1.6 million for the years ended December 31, 2013 and 2012, respectively.
Interest expense was $2.3 million and $1.3 million for the years ended December 31, 2013 and 2012, respectively.
Economic Net Income. Economic net income was $37.7 million and $14.9 million for the years ended December 31, 2013 and 2012, respectively. After considering the increase in ENI from our acquisitions of the remaining 40% equity interest in AlpInvest and the acquisition of Metropolitan, the increase was also due to increases in net performance fees and fee related earnings.
Fee Related Earnings. Fee related earnings were $32.2 million and $15.9 million for the years ended December 31, 2013 and 2012, respectively. After considering the increase in fee related earnings from our acquisitions of the remaining 40% equity interest in AlpInvest and the acquisition of Metropolitan, the increase was also due to increases in fee revenues, partially offset by increases in direct and indirect base compensation.
Performance Fees. Performance fees were $151.5 million and $41.1 million for the years ended December 31, 2013 and 2012, respectively. The increase is due primarily to multiple fund of funds vehicles exceeding their performance threshold during 2013, resulting in the recognition of a cumulative catch-up of performance fees at such time, which was driven by overall appreciation in the investments in the AlpInvest fund of funds vehicles of 17% during 2013. Additionally, the increase in performance fees during 2013 was due to appreciation in fair value during 2013 of various fund of funds vehicles that were already generating performance fees after having previously exceeded their performance threshold. The remainder of the increase was due to our acquisition of the remaining 40% equity interest in AlpInvest.
Distributable Earnings. Distributable earnings were $39.6 million and $16.5 million for the years ended December 31, 2013 and 2012, respectively. After considering the increase in distributable earnings from our acquisitions of the remaining 40% equity interest in AlpInvest and 100% interest in Metropolitan, the increase was also due primarily to increases in fee related earnings.
Fee-earning AUM as of and for each of the Three Years Ended December 31, 2014.2017
Fee-earning AUM is presented below for each period together with the components of change during each respective period.
The table below breaks out Fee-earning AUM by its respective components during the period.
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Investment Solutions | | |
| Components of Fee-earning AUM (1) | | |
| Fee-earning AUM based on capital commitments | $ | 9,669 |
| | $ | 10,859 |
| | $ | 6,379 |
| $ | 11,330 |
| | $ | 9,047 |
| | $ | 7,421 |
|
| Fee-earning AUM based on invested capital (2) | 1,307 |
| | 1,120 |
| | — |
| 1,230 |
| | 1,443 |
| | 1,222 |
|
| Fee-earning AUM based on net asset value | 2,072 |
| | — |
| | — |
| 842 |
| | 692 |
| | 1,823 |
|
| Fee-earning AUM based on lower of cost or fair market value | 20,034 |
| | 23,088 |
| | 22,563 |
| 16,748 |
| | 15,872 |
| | 17,725 |
|
| Total Fee-earning AUM | $ | 33,082 |
| | $ | 35,067 |
| | $ | 28,942 |
| $ | 30,150 |
| | $ | 27,054 |
| | $ | 28,191 |
|
| |
| (1) | For additional information concerning the components of Fee-earning AUM, see “—Fee-earning Assets under Management”Management.” |
| |
| (2) | Includes amounts committed to or reserved for investments for certain AlpInvest and Metropolitan fund of funds vehicles.carry funds. |
The table below provides the period to period rollforward of Fee-earning AUM.
| | | | Twelve Months Ended December 31, | Twelve Months Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Investment Solutions | | |
| Fee-earning AUM Rollforward | | |
| Balance, Beginning of Period | $ | 35,067 |
| | $ | 28,942 |
| | $ | 27,671 |
| $ | 27,054 |
| | $ | 28,191 |
| | $ | 33,082 |
|
| Acquisitions | 2,894 |
| | 2,157 |
| | — |
| — |
| | — |
| | — |
|
| Inflows, including Commitments (1) | 5,941 |
| | 7,605 |
| | 7,480 |
| 6,234 |
| | 7,213 |
| | 5,677 |
|
| Outflows, including Distributions (2) | (6,291 | ) | | (5,496 | ) | | (7,969 | ) | (5,776 | ) | | (6,150 | ) | | (7,406 | ) |
| Subscriptions, net of Redemptions (3) | (1,044 | ) | | — |
| | — |
| — |
| | (2,166 | ) | | (201 | ) |
| Market Appreciation/(Depreciation) (4) | 292 |
| | 276 |
| | 1,038 |
| (207 | ) | | 594 |
| | (205 | ) |
| Foreign Exchange and other (5) | (3,777 | ) | | 1,583 |
| | 722 |
| 2,845 |
| | (628 | ) | | (2,756 | ) |
| Balance, End of Period | $ | 33,082 |
| | $ | 35,067 |
| | $ | 28,942 |
| $ | 30,150 |
| | $ | 27,054 |
| | $ | 28,191 |
|
| |
| (1) | Inflows represent mandates where commitment fee period was activated and capital invested by carry fund of funds vehicles outside the commitment fee period or weighted-average investment period. |
| |
| (2) | Outflows represent distributions from carry fund of funds vehicles outside the commitment fee period or weighted-average investment period and changes in fee basis for carry fund of funds vehicles where the commitment fee period or weighted-average investment period has expired. |
| |
| (3) | Represents subscriptions and redemptions in our fund of hedge funds vehicles. |
| |
| (4) | Market Appreciation/(Depreciation) represents changes in the net asset value of our fund of hedge funds vehicles and realized and unrealized gains (losses) on our carry fund of funds vehicles based on the lower of cost or fair value. |
| |
| (5) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
Fee-earning AUM was $33.1$30.2 billion at December 31, 2014, a decrease2017, an increase of $2.0$3.1 billion, or 6%11%, compared to $35.1$27.1 billion at December 31, 2013. Outflows2016. This increase was driven by inflows of $6.3$6.2 billion primarily related to the activation of fee-
paying mandates in our AlpInvest funds and $2.8 billion of foreign exchange gains related to the translation of our AlpInvest Fee-earning AUM from EUR to USD. Partially offsetting this increase were outflows of $5.8 billion primarily attributable to distributions in our AlpInvest funds. Distributions from funds still in the commitment or weighted-average investment period do not impact Fee-earning AUM as these funds are based on commitments and not invested capital. Increases in fair value may have an impact on Fee-earning AUM for Investment Solutions as the management fees for many fully committed funds are based on fair value or on the lower of cost or fair value of the underlying investments.
Fee-earning AUM was $27.1 billion at December 31, 2016, a decrease of $1.1 billion, or 4%, compared to $28.2 billion at December 31, 2015. This decrease was driven by outflows of $6.2 billion which were primarily due to distributions in the AlpInvest and Metropolitan funds outside of their commitment or weighted-average investment periods, in addition to the reduction in basis from commitments to invested equity for those fund of funds vehicles that reached the end of their commitment period. Distributions from funds still inAlso driving the commitment fee period do not impact Fee-earning AUM as these funds are based on commitmentsdecrease was $2.2 billion of net redemptions, and not invested capital. In addition, there was $3.8$0.6 billion in foreign exchange loss onattributable to the translation of our AlpInvest fundFee-earning AUM from EUR to USD. Partially offsetting the decrease were inflows of funds vehicles$7.2 billion primarily from fundraising efforts in our AlpInvest Primary and Secondaries product lines and market appreciation of $0.6 billion in our AlpInvest and Metropolitan carry funds.
Fee-earning AUM was $28.2 billion at December 31, 2015, a decrease of $4.9 billion, or 15%, compared to $33.1 billion at December 31, 2014. This decrease was driven by outflows of $7.4 billion which were primarily due to the decreasing value of the Eurodistributions in the translation to U.S. dollars as of the end of the period. Offsetting this decrease was the acquisition of DGAM in February 2014, with Fee-earning AUM of $2.9 billionAlpInvest and its subsequent net redemptions of $1.0 billion during the year. Inflows of $5.9 billion were primarily related to the initiation of fees on several 2014 mandates that made their first investment during the year and do not include approximately $3.3 billion of commitments raised in 2014 which have not yet activated their fees. Inflows also include amounts invested byMetropolitan funds outside of their commitment fee period that are based on the lower of cost or fair value of the underlying investments.
Fee-earning AUM was $35.1 billion at December 31, 2013, an increase of $6.2 billion, or approximately 21%, compared to $28.9 billion at December 31, 2012. Inflows of $7.6 billion were primarily relatedweighted-average investment periods, in addition to the initiation of fees on several 2013 mandates that made their first investment during the year and also include amounts invested by funds outside of their commitment fee period that are based on the lower of cost or fair value of the underlying investments. This increase was also related to the acquisition of 22 fund of funds vehicles managed by Metropolitan of $2.2 billion. Outflows of $5.5 billion were principally a result of a changereduction in basis from commitments to the lower of cost or fair valueinvested equity for vehiclesthose funds that reached the end of their commitment fee period, as well as distributions from several funds outside of their commitment fee period. In addition,Also driving the segment experienced a $1.6decrease was $2.8 billion increase resulting fromin foreign exchange attributable to the translation of our AlpInvest fee-earning AUM from EUR to USD. Partially offsetting the euro-denominated funds into U.S. Dollars asdecrease were inflows of the end of the period.
Fee-earning AUM was $28.9 billion at December 31, 2012, an increase of $1.2 billion, or approximately 4%, compared to $27.7 billion at December 31, 2011. Inflows of $7.5 billion were primarily related to the initiation of fees on several 2012 mandates that made their first investment during the year. Outflows of $8.0 billion were principally a result of a change in basis from commitments to the lower of cost or fair value for vehicles that reached the end of their commitment fee
period, as well as distributions from several funds outside of their commitment fee period. In addition, the segment experienced a $0.7 billion increase resulting from the translation of the euro-denominated funds into U.S. Dollars as of the end of the period and a $1.0$5.7 billion in market appreciation for funds that are outside the commitment fee periodour AlpInvest and based on the lower of cost or fair value.Metropolitan funds.
Total AUM as of and for each of the Three Years Ended December 31, 2014.2017
The table below provides the period to period rollforwards of Available Capital and Fair Value of Capital, and the resulting rollforward of Total AUM.
|
| | | | | | | | | | | |
| | Available Capital | | Fair Value of Capital | | Total AUM |
| | (Dollars in millions) |
| Investment Solutions | | |
| Balance, As of December 31, 2011 | $ | 14,840 |
| | $ | 25,879 |
| | $ | 40,719 |
|
| Commitments (1) | 3,561 |
| | — |
| | 3,561 |
|
| Capital Called, net (2) | (4,475 | ) | | 4,414 |
| | (61 | ) |
| Distributions (3) | 435 |
| | (6,576 | ) | | (6,141 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 5,037 |
| | 5,037 |
|
| Foreign exchange and other (5) | 167 |
| | 800 |
| | 967 |
|
| Balance, As of December 31, 2012 | $ | 14,528 |
| | $ | 29,554 |
| | $ | 44,082 |
|
| Acquisitions | 622 |
| | 1,521 |
| | 2,143 |
|
| Commitments (1) | 4,745 |
| | — |
| | 4,745 |
|
| Capital Called, net (2) | (3,653 | ) | | 3,740 |
| | 87 |
|
| Distributions (3) | 497 |
| | (8,613 | ) | | (8,116 | ) |
| Market Appreciation/(Depreciation) (4) | — |
| | 5,962 |
| | 5,962 |
|
| Foreign exchange and other (5) | 324 |
| | 577 |
| | 901 |
|
| Balance, As of December 31, 2013 | $ | 17,063 |
| | $ | 32,741 |
| | $ | 49,804 |
|
| Acquisitions | — |
| | 2,993 |
| | 2,993 |
|
| Commitments (1) | 4,605 |
| | — |
| | 4,605 |
|
| Capital Called, net (2) | (4,857 | ) | | 4,487 |
| | (370 | ) |
| Distributions (3) | 428 |
| | (9,903 | ) | | (9,475 | ) |
| Subscriptions, net of Redemptions (4) | — |
| | (1,084 | ) | | (1,084 | ) |
| Market Appreciation/(Depreciation) (5) | — |
| | 6,999 |
| | 6,999 |
|
| Foreign exchange and other (6) | (1,033 | ) | | (1,670 | ) | | (2,703 | ) |
| Balance, As of December 31, 2014 | $ | 16,206 |
| | $ | 34,563 |
| | $ | 50,769 |
|
|
| | | | | | | | | | | |
| | Twelve Months Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Investment Solutions | | | | | |
| Total AUM Rollforward | | | | | |
| Balance, Beginning of Period | $ | 43,092 |
| | $ | 46,205 |
| | $ | 50,769 |
|
| New Commitments (1) | 5,454 |
| | 4,080 |
| | 3,527 |
|
| Outflows (2) | (9,804 | ) | | (10,432 | ) | | (11,502 | ) |
| Market Appreciation/(Depreciation) (3) | 3,645 |
| | 4,650 |
| | 7,716 |
|
| Foreign Exchange Gain/(Loss) (4) | 4,407 |
| | (963 | ) | | (3,879 | ) |
| Other (5) | (503 | ) | | (448 | ) | | (426 | ) |
| Balance, End of Period | $ | 46,291 |
| | $ | 43,092 |
| | $ | 46,205 |
|
| |
| (1) | Represents capital raised by our fundNew Commitments reflects the impact of gross fundraising during the period. For funds or vehicles including activation of new mandates, net of expired available capital.denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual closing. |
| |
| (2) | Represents capital called byOutflows includes distributions in our fund ofcarry funds, related co-investment vehicles net of fund fees and expenses. |
| |
(3) | Represents distributions from our fund of funds vehicles, net of amounts recycled. |
| |
(4) | Represents the net result of subscriptions to andseparately managed accounts, as well as redemptions fromin our fund of hedge funds vehicles. |
| |
(5)(3) | Market Appreciation/(Depreciation) generally represents changes in the net asset value of our fund of hedge funds vehicles and realized and unrealized gains (losses) on fundportfolio investments secondary investments, coinvestments,in our carry funds and real estaterelated co-investment vehicles, separately managed accounts, and fund of hedge funds vehicles. FairThe fair market values for fund ofour Investment Solutions carry funds vehicles are based on the latest available valuations of the underlying limited partnership interests (in most cases as of September 30, 2014)2017) as provided by their general partners, plus the net cash flows since the latest valuation, up to December 31, 2014.2017. |
| |
(6)(4) | Represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end. |
| |
| (5) | Includes expiring available capital, the impact of capital calls for fees and expenses and other changes in AUM. |
Total AUM was $46.3 billion as of December 31, 2017, an increase of $3.2 billion, or 7%, compared to $43.1 billion as of December 31, 2016. This increase was driven by $5.5 billion of new commitments raised primarily in our AlpInvest funds, $4.4 billion of foreign exchange gains related to the translation of our AlpInvest AUM from EUR to USD, and $3.6 billion of market appreciation. Market appreciation was driven by 10% appreciation in our AlpInvest funds and 12% appreciation in our MRE funds. Offsetting this increase were $9.8 billion of outflows primarily due to distributions in our AlpInvest funds.
Total AUM was $43.1 billion as of December 31, 2016, a decrease of $3.1 billion, or 7%, compared to $46.2 billion as of December 31, 2015. This decrease was driven by $10.4 billion of outflows primarily related to distributions in our AlpInvest funds and redemptions in our DGAM fund of hedge funds vehicles. Partially offsetting these decreases were $4.1 billion of new commitments primarily in our AlpInvest Primary and Secondaries product lines and $4.7 billion of market appreciation. Market appreciation was driven by 12% appreciation in our AlpInvest funds and 4% appreciation in our MRE funds.
Total AUM was $46.2 billion as of December 31, 2015, a decrease of $4.6 billion, or 9%, compared to $50.8 billion as of December 31, 2014, an increase of $1.0 billion, or 2%, compared to $49.8 billion as of December 31, 2013.2014. This increasedecrease was primarily driven by (a) market appreciation$11.5 billion of $7.0 billion, dueoutflows primarily related to 30% appreciationdistributions in our AlpInvest fundfunds and $3.9 billion of funds vehicles, (b) activationforeign exchange decreases related to the translation of our AlpInvest AUM from EUR to USD. Offsetting these decreases were $3.5 billion of new mandates atcommitments primarily in our AlpInvest and new commitments to Metropolitan during the yearfunds and $7.7 billion of approximately $4.6 billion, and (c) $3.0 billion from the DGAM acquisition. Thismarket appreciation. Market appreciation was offsetdriven by (a) distributionsappreciation of approximately $9.5$7.6 billion in the quarter, net of amounts recycled, (b) loss on the translation to U.S. dollars for our Euro-denominatedAlpInvest funds, of $2.7 billion, and (c) net redemptions of $1.1$0.1 billion in our Metropolitan funds, and $0.1 billion of depreciation in our DGAM fund of hedge funds vehicles.
Total AUM was $49.8 billion at December 31, 2013, an increase of $5.7 billion, or 13%, compared to $44.1 billion at December 31, 2012. This increase was primarily driven by (a) market appreciation of $6.0 billion, due to 17% appreciation in our AlpInvest fund of funds vehicles, (b) activation of new mandates during the year of approximately $4.7 billion, and (c) $2.1 billion from the Metropolitan acquisition. This was offset by distributions of approximately $8.1 billion in the quarter, net of amounts recycled.
Total AUM was $44.1 billion at December 31, 2012, an increase of $3.4 billion, or 8%, compared to $40.7 billion at December 31, 2011. This increase was primarily a result of market appreciation of $5.0 billion and activation of new mandates during the year of approximately $3.6 billion. This was offset by distributions of approximately $6.1 billion in the quarter, net of amounts recycled.
Fund Performance Metrics
Fund performance information for our investment funds that have at least $1.0 billion in capital commitments, cumulative equity invested or total value as of December 31, 2014,2017, which we refer to as our “significant funds,” is generally included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A. Risk Factors—Risks Related to Our Business Operations—The historical returns attributable to our funds, including those presented in this report, should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our common units.”
The following tables reflect the performance of our significant funds in our Investment Solutions business.
| | | | | | | | TOTAL INVESTMENTS | |
| | | | | | as of December 31, 2014 | | | | | | | | | | | | | | |
| | Vintage Year | | Fund Size | | Cumulative Invested Capital (2)(8) | | Total Fair Value (3)(8) | | MOIC (4) | | Gross IRR (6) | | Net IRR (7) | | | | | TOTAL INVESTMENTS |
| | | | | | (Reported in Local Currency, in Millions) | | | | | as of December 31, 2017 |
| Investment Solutions (1) |
| | | | | | | | | | | Vintage Year | | Fund Size | | Cumulative Invested Capital (2)(8) | | Total Fair Value (3)(8) | | MOIC (4) | | Gross IRR (6) (10) | | Net IRR (7) (10) |
| | | | | | | (Reported in Local Currency, in Millions) |
| AlpInvest | |
| | | | | | | | | | |
| Fully Committed Funds (5) |
| | | | | | | | | | |
| | | | | | | | | | |
| Main Fund I - Fund Investments | 2000 | | € | 5,174.6 |
| | € | 4,120.0 |
| | € | 6,727.6 |
| | 1.6x | | 12 | % | | 12 | % | 2000 | | € | 5,174.6 |
| | € | 4,151.9 |
| | € | 6,831.8 |
| | 1.6x | | 12 | % | | 11 | % |
| Main Fund II - Fund Investments | 2003 | | € | 4,545.0 |
| | € | 4,697.5 |
| | € | 7,201.4 |
| | 1.5x | | 10 | % | | 10 | % | 2003 | | € | 4,545.0 |
| | € | 4,727.2 |
| | € | 7,509.9 |
| | 1.6x | | 10 | % | | 9 | % |
| Main Fund III - Fund Investments | 2005 | | € | 11,500.0 |
| | € | 11,789.8 |
| | € | 16,831.2 |
| | 1.4x | | 9 | % | | 9 | % | 2005 | | € | 11,500.0 |
| | € | 12,476.5 |
| | € | 19,895.6 |
| | 1.6x | | 10 | % | | 9 | % |
| Main Fund IV - Fund Investments | 2009 | | € | 4,880.0 |
| | € | 3,131.9 |
| | € | 3,878.0 |
| | 1.2x | | 13 | % | | 12 | % | 2009 | | € | 4,877.3 |
| | € | 4,921.5 |
| | € | 7,860.7 |
| | 1.6x | | 16 | % | | 16 | % |
| Main Fund V - Fund Investments | | 2012 | | € | 5,080.0 |
| | € | 3,839.2 |
| | € | 4,856.9 |
| | 1.3x | | 13 | % | | 12 | % |
| Main Fund VI - Fund Investments | | 2015 | | € | 1,106.4 |
| | € | 393.1 |
| | € | 403.0 |
| | 1.0x | | NM |
| | NM |
|
| Main Fund I - Secondary Investments | 2002 | | € | 519.4 |
| | € | 483.7 |
| | € | 905.7 |
| | 1.9x | | 56 | % | | 52 | % | 2002 | | € | 519.4 |
| | € | 469.8 |
| | € | 884.0 |
| | 1.9x | | 57 | % | | 53 | % |
| Main Fund II - Secondary Investments | 2003 | | € | 998.4 |
| | € | 978.3 |
| | € | 1,789.0 |
| | 1.8x | | 27 | % | | 26 | % | 2003 | | € | 998.4 |
| | € | 983.6 |
| | € | 1,799.8 |
| | 1.8x | | 27 | % | | 26 | % |
| Main Fund III - Secondary Investments | 2006 | | € | 2,250.0 |
| | € | 2,265.8 |
| | € | 3,204.3 |
| | 1.4x | | 10 | % | | 10 | % | 2006 | | € | 2,250.0 |
| | € | 2,271.1 |
| | € | 3,448.5 |
| | 1.5x | | 11 | % | | 10 | % |
| Main Fund IV - Secondary Investments | 2010 | | € | 1,856.4 |
| | € | 1,818.3 |
| | € | 2,746.9 |
| | 1.5x | | 20 | % | | 19 | % | 2010 | | € | 1,859.1 |
| | € | 1,895.7 |
| | € | 3,213.3 |
| | 1.7x | | 20 | % | | 19 | % |
| Main Fund V - Secondary Investments | | 2011 | | € | 4,272.8 |
| | € | 3,739.8 |
| | € | 5,658.7 |
| | 1.5x | | 22 | % | | 20 | % |
| Main Fund II - Co-Investments | 2003 | | € | 1,090.0 |
| | € | 909.5 |
| | € | 2,472.1 |
| | 2.7x | | 44 | % | | 42 | % | 2003 | | € | 1,090.0 |
| | € | 891.1 |
| | € | 2,491.5 |
| | 2.8x | | 44 | % | | 42 | % |
| Main Fund III - Co-Investments | 2006 | | € | 2,760.0 |
| | € | 2,712.7 |
| | € | 3,729.7 |
| | 1.4x | | 6 | % | | 5 | % | 2006 | | € | 2,760.0 |
| | € | 2,696.9 |
| | € | 3,739.2 |
| | 1.4x | | 5 | % | | 5 | % |
| Main Fund IV - Co-Investments | 2010 | | € | 1,475.0 |
| | € | 1,301.4 |
| | € | 2,424.6 |
| | 1.9x | | 22 | % | | 20 | % | 2010 | | € | 1,475.0 |
| | € | 1,309.6 |
| | € | 3,436.7 |
| | 2.6x | | 24 | % | | 22 | % |
| Main Fund V - Co-Investments | 2012 | | € | 1,122.2 |
| | € | 957.2 |
| | € | 1,385.0 |
| | 1.4x | | 41 | % | | 37 | % | 2012 | | € | 1,122.2 |
| | € | 1,000.8 |
| | € | 2,402.5 |
| | 2.4x | | 34 | % | | 31 | % |
| Main Fund VI - Co-Investments | | 2014 | | € | 1,114.6 |
| | € | 907.0 |
| | € | 1,372.3 |
| | 1.5x | | 25 | % | | 22 | % |
| Main Fund II - Mezzanine Investments | 2004 | | € | 700.0 |
| | € | 742.6 |
| | € | 1,018.2 |
| | 1.4x | | 8 | % | | 7 | % | 2004 | | € | 700.0 |
| | € | 739.0 |
| | € | 1,018.0 |
| | 1.4x | | 8 | % | | 7 | % |
| Main Fund III - Mezzanine Investments | 2006 | | € | 2,000.0 |
| | € | 1,700.8 |
| | € | 2,257.4 |
| | 1.3x | | 11 | % | | 9 | % | 2006 | | € | 2,000.0 |
| | € | 1,905.8 |
| | € | 2,583.3 |
| | 1.4x | | 10 | % | | 9 | % |
| All Other Funds (9) | Various | |
| | € | 1,760.5 |
| | € | 2,467.8 |
| | 1.4x | | 16 | % | | 13 | % | Various | |
| | € | 1,945.0 |
| | € | 2,697.6 |
| | 1.4x | | 14 | % | | 11 | % |
| Total Fully Committed Funds |
| |
| | € | 39,370.2 |
| | € | 59,038.8 |
| | 1.5x | | 12 | % | | 12 | % |
| |
| | € | 51,264.6 |
| | € | 82,103.3 |
| | 1.6x | | 13 | % | | 12 | % |
| Funds in the Commitment Period |
| |
| |
| |
| |
| |
| |
| |
| Main Fund V - Fund Investments | 2012 | | € | 5,080.0 |
| | € | 983.9 |
| | € | 962.2 |
| | 1.0x | | (3 | )% | | (7 | )% | |
| Main Fund V - Secondary Investments | 2011 | | € | 3,793.0 |
| | € | 1,566.0 |
| | € | 2,237.5 |
| | 1.4x | | 31 | % | | 28 | % | |
| Funds in the Commitment Period (5) | |
| |
| |
| |
| |
| |
| |
|
| Main Fund VI - Secondary Investments | | 2017 | | € | 4,263.5 |
| | € | 668.9 |
| | € | 769.0 |
| | 1.1x | | NM |
| | NM |
|
| Main Fund VII - Co-Investments | | 2017 | | € | 2,442.5 |
| | € | 288.7 |
| | € | 290.2 |
| | 1.0x | | NM |
| | NM |
|
| All Other Funds (9) | Various | |
| | € | 72.3 |
| | € | 72.1 |
| | 1.0x | | (1 | )% | | (11 | )% | Various | |
| | € | 667.5 |
| | € | 868.9 |
| | 1.3x | | 21 | % | | 17 | % |
| Total Funds in the Commitment Period |
| |
| | € | 2,622.2 |
| | € | 3,271.8 |
| | 1.2x | | 24 | % | | 20 | % |
| |
| | € | 1,625.1 |
| | € | 1,928.1 |
| | 1.2x | | 22 | % | | 14 | % |
| TOTAL INVESTMENT SOLUTIONS |
| |
| | € | 41,992.4 |
| | € | 62,310.6 |
| | 1.5x | | 13 | % | | 12 | % | |
| TOTAL INVESTMENT SOLUTIONS (USD) (10) | | | | $ | 50,813.6 |
| | $ | 75,400.0 |
| | 1.5x | | | | | |
| TOTAL ALPINVEST | |
| |
| | € | 52,889.7 |
| | € | 84,031.4 |
| | 1.6x | | 13 | % | | 12 | % |
| TOTAL INVESTMENT SOLUTIONS (USD) (11) | | TOTAL INVESTMENT SOLUTIONS (USD) (11) | | | | $ | 63,577.0 |
| | $ | 101,011.4 |
| | 1.6x | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Metropolitan Real Estate | |
| | | | | | | | | | |
| Fully Committed Funds (5) | | Various | | | | $ | 2,978.4 |
| | $ | 3,826.2 |
| | 1.3x | | 7 | % | | 4 | % |
| Funds in the Commitment Period (5) | | Various | | | | $ | 110.6 |
| | $ | 123.6 |
| | 1.1x | | NM |
| | NM |
|
| TOTAL METROPOLITAN REAL ESTATE | |
| | | | $ | 3,089.0 |
| | $ | 3,949.8 |
| | 1.3x | | 7 | % | | 4 | % |
| |
| (1) | Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments originated by the AlpInvest team, as well as real estate primary fund investments, secondary fund investments and co-investments originated by the Metropolitan Real Estate team. Excluded from the performance information shown are a) investments that were not originated by AlpInvest, and b) Direct Investments, which was spun off from AlpInvest in 2005 and c) Metropolitan Real Estate fund of fundsLP co-investment vehicles. As of December 31, 2014,2017, these excluded investments represent $0.6$0.3 billion of AUM at AlpInvest and $2.0 billion of AUM at Metropolitan.AlpInvest. |
| |
| (2) | Represents the original cost of all capital called for investments since inception of the fund. |
| |
| (3) | Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried interest. |
| |
| (4) | Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital. |
| |
| (5) | Fully Committed funds are past the expiration date of the commitment period as defined in the respective limited partnership agreement. |
| |
| (6) | Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on investment contributions, distributions and unrealized value of the underlying investments before management fees, expenses and carried interest.interest at the AlpInvest/Metropolitan Real Estate level. |
| |
| (7) | Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on contributions, distributions and unrealized value after management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance fees with a blended Net IRR that is below the preferred return hurdle for that fund. |
| |
| (8) | For purposesTo exclude the impact of aggregation, funds that report inFX, all AlpInvest foreign currency cash flows have been converted to Euro at the reporting period spot rate. |
| |
| (9) | Aggregate includes Main Fund VII - Fund Investments, Main Fund VIII - Fund Investments, Main Fund I - Co-Investments, Main Fund I - Mezzanine Investments, Main Fund IV - Mezzanine Investments, Main Fund V - Mezzanine Investments, AlpInvest CleanTech Funds and funds which are not included as part of a main fund. |
| |
| (10) | For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is negative as of reporting period end. |
| |
| (11) | Represents the U.S. dollar equivalent balance translated at the spot rate as of period end. |
Liquidity and Capital Resources
Historical Liquidity and Capital Resources
We have historically required limited capital resources to support the working capital and operating needs of our business. Our management fees have largely covered our operating costs and we have distributed all realized performance fees, after covering the related compensation, are available for distribution to equityholders. Historically, approximately 95% of all capital commitments to our funds have been provided by our fund investors, with the remaining amount typically funded by our senior Carlyle professionals, advisors and other professionals.
Our Sources of Liquidity
We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated earnings and funds from our senior credit facility, including a term loan facility and a revolving credit facility with $750.0 million available as of December 31, 2017. We believe these sources will be sufficient to fund our capital needs for at least the next twelve months. If we determine that market conditions are favorable after taking into account our liquidity requirements, including the amounts available under our senior credit facility, we may seek to issue and sell common units in a registered public offering or a privately negotiated transaction, or we may issue additional senior notes, other debt or preferred equity. In September 2017, we issued 16 million of our 5.875% Series A Preferred Units for net proceeds of $387.5 million.
Cash and cash equivalents. Cash and cash equivalents were approximately $1.0 billion at December 31, 2017. However, a portion of this cash is allocated for specific business purposes, including, but not limited to, (i) performance fee-related cash that has been received but not yet distributed as performance fee related compensation and amounts owed to non-controlling interests; (ii) proceeds received from realized investments that are allocable to non-controlling interests; and (iii) regulatory capital.
Corporate Treasury Investments. Corporate treasury investments were approximately $376.3 million at December 31, 2017. These investments represent investments in U.S. Treasury and government agency obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than three months when purchased.
After deducting cash amounts allocated to the specific requirements mentioned above, the remaining cash and cash equivalents, including corporate treasury investments, is approximately $1.2 billion as of December 31, 2017. This remaining amount will be used towards our primary liquidity needs, as outlined in the next section. This amount does not take into consideration ordinary course of business payables and reserves for specific business purposes.
Senior Credit Facility. The senior credit facility includes $25.0 million in a term loan and $750.0 million in a revolving credit facility. The term loan and revolving credit facility mature on May 5, 2020. Principal amounts outstanding under the amended term loan and revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.75%, or (b) at LIBOR plus an applicable margin not to exceed 1.75% (2.60% at December 31, 2017).
The senior credit facility is unsecured. We are required to maintain management fee earning assets (as defined in the amended senior credit facility) of at least $65.3 billion and a total leverage ratio of less than 3.0 to 1.0, in each case, tested on a quarterly basis. Non-compliance with any of the financial or non-financial covenants without cure or waiver would constitute an event of default under the senior credit facility. An event of default resulting from a breach of certain financial or non-financial covenants may result, at the option of the lenders, in an acceleration of the principal and interest outstanding, and a termination of the revolving credit facility. The senior credit facility also contains other customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest or fees when due, breach of specified covenants, change in control and material inaccuracy of representations and warranties.
Our balance sheet at December 31, 2017 reflects $25.0 million outstanding under our senior credit facility, comprised of $25.0 million of term loan balance outstanding. On April 6, 2017, we borrowed $250 million under the revolving credit facility of our senior credit facility. This amount was repaid in full on June 2, 2017.
CLO Term Loans. For certain of our CLOs, the Partnership finances a portion of its investment in the CLOs through the proceeds received from term loans with financial institutions. The Partnership's outstanding CLO term loans consist of the following (Dollars in millions):
|
| | | | | | | | | | | | | | | |
| Formation Date | | Borrowing
Outstanding
December 31, 2017 | | | Borrowing Outstanding December 31, 2016 | | | Maturity Date (1) | | Interest Rate as of December 31, 2017 | |
| October 3, 2013 | | $ | — |
| (2) | | $ | 13.2 |
| (2) | | September 28, 2018 | | NA | (3) |
| June 7, 2016 | | 20.6 |
| | | 20.6 |
| | | July 15, 2027 | | 3.16% | (4) |
| February 28, 2017 | | 74.3 |
| | | — |
| | | September 21, 2029 | | 2.33% | (5) |
| April 19, 2017 | | 22.8 |
| | | — |
| | | April 22, 2031 | | 3.29% | (6) (15) |
| June 28, 2017 | | 23.1 |
| | | — |
| | | July 22, 2031 | | 3.29% | (7) (15) |
| July 20, 2017 | | 24.4 |
| | | — |
| | | April 21, 2027 | | 2.90% | (8) (15) |
| August 2, 2017 | | 22.8 |
| | | — |
| | | July 23, 2029 | | 3.17% | (9) (15) |
| August 2, 2017 | | 20.9 |
| | | — |
| | | August 3, 2022 | | 1.75% | (10) |
| August 14, 2017 | | 22.6 |
| | | — |
| | | August 15, 2030 | | 3.26% | (11) (15) |
| November 30, 2017 | | 22.7 |
| | | — |
| | | January 16, 2030 | | 3.12% | (12) (15) |
| December 6, 2017 | | 19.1 |
| | | — |
| | | October 16, 2030 | | 3.01% | (13) (15) |
| December 7, 2017 | | 21.2 |
| | | — |
| | | January 19, 2029 | | 2.73% | (14) (15) |
| | | $ | 294.5 |
| | | $ | 33.8 |
| | | | | | |
(1) Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2) Original borrowing amount of €12.6 million.
(3) Note paid off during 2017.
| |
| (4) | Incurs interest at the weighted average rate of the underlying senior notes. Interest income on the underlying collateral approximated the amount of interest expense and was not significant for the year ended December 31, 2017. |
| |
| (5) | Original borrowing of €61.8 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement. |
| |
| (6) | Incurs interest at LIBOR plus 1.932%. |
| |
| (7) | Incurs interest at LIBOR plus 1.923%. |
| |
| (8) | Incurs interest at LIBOR plus 1.536%. |
| |
| (9) | Incurs interest at LIBOR plus 1.808%. |
| |
| (10) | Original borrowing of €17.4 million; incurs interest at LIBOR plus 1.75% and has full recourse to the Partnership. |
| |
| (11) | Incurs interest at LIBOR plus 1.848%. |
(12) Incurs interest at LIBOR plus 1.7312%.
| |
| (13) | Incurs interest at LIBOR plus 1.647%. |
| |
| (14) | Incurs interest at LIBOR plus 1.365%. |
| |
| (15) | Term loan issued under master credit agreement. |
The CLO term loans are secured by the Partnership’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity.
European CLO Financing. On February 28, 2017, a subsidiary of the Partnership entered into a financing agreement with several financial institutions under which these financial institutions provided a €61.8 million term loan ($74.3 million at December 31, 2017) to the Partnership. This term loan is secured by the Partnership’s investments in the retained notes in certain European CLOs that were formed in 2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO retained notes have been redeemed. The Partnership may prepay the term loan in whole or in part at any time after the third year of the date of issuance without penalty. Prepayment of the term loan within the first three years will incur a penalty based on the prepayment amount. Interest on this term loan accrues at EURIBOR plus applicable margins (2.3% at December 31, 2017).
Master Credit Agreement - Term Loans. In January 2017, the Partnership entered into a master credit agreement with a financial institution under which the financial institution expects to provide term loans to the Partnership for the Partnership to purchase eligible interests in CLOs. This agreement will terminate in January 2020. Any term loan to be issued under this master credit agreement will be secured by the Partnership’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Any term loan will bear interest at LIBOR plus a weighted average spread and an applicable margin. Interest will be due quarterly.
3.875% Senior Notes. In January 2013, Carlyle Holdings Finance L.L.C., an indirect finance subsidiary of the Partnership issued $500.0 million of 3.875% senior notes due February 1, 2023 at 99.966% of par. Interest is payable semi-annually on February 1 and August 1, beginning August 1, 2013. The notes are unsecured and unsubordinated obligations of Carlyle Holdings Finance L.L.C. and are fully and unconditionally guaranteed, jointly and severally, by The Carlyle Group L.P. and each of the Carlyle Holdings partnerships. The indenture governing the notes contains customary covenants that, among other things, limit Carlyle Holdings Finance L.L.C. and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.
5.625% Senior Notes. In March 2013, Carlyle Holdings II Finance L.L.C., an indirect finance subsidiary of the Partnership, issued $400.0 million of 5.625% Senior Notes due March 30, 2043 at 99.583% of par. Interest is payable semi-annually on March 30 and September 30, beginning September 30, 2013. The notes are unsecured and unsubordinated obligations of Carlyle Holdings Finance II L.L.C. and are fully and unconditionally guaranteed, jointly and severally, by The Carlyle Group L.P. and each of the Carlyle Holdings partnerships. The indenture governing the notes contains customary covenants and financial restrictions that, among other things, limit Carlyle Holdings Finance II L.L.C. and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.
In March 2014, Carlyle Holdings II Finance L.L.C. issued $200.0 million of 5.625% Senior Notes due March 30, 2043 at 104.315% of par. These notes were issued as additional 5.625% Senior Notes due March 30, 2043 and will be treated as a single class with the already outstanding $400.0 million aggregate principal amount of these senior notes.
Promissory Notes. On January 1, 2016, the Partnership issued a $120.0 million promissory note to BNRI as a result of a contingent consideration arrangement entered into in 2012 between the Partnership and BNRI as part of the Partnership's strategic investment in NGP (see Note 5 to the consolidated financial statements). Interest on the promissory note accrues at the three month LIBOR plus 2.50% (4.19% at December 31, 2017). The Partnership may prepay the promissory note in whole or in part at any time without penalty. The promissory note is scheduled to mature on January 1, 2022. In December 2016, the Partnership repurchased $11.2 million of the promissory note.
Additionally, in June 2017, as part of the settlement with investors in two commodities investment vehicles managed by an affiliate of the Partnership (discussed in Note 9 to the unaudited condensed consolidated financial statements), the Partnership issued a series of promissory notes, aggregating to $53.9 million, to the investors of these commodities investment vehicles. Interest on these promissory notes accrues at the three month LIBOR plus 2% (3.36% at December 31, 2017). The Partnership may prepay these promissory notes in whole or in part at any time without penalty. In October 2017, the Partnership repaid $6.7 million of this promissory note. Accordingly, $47.2 million of this promissory note is outstanding at December 31, 2017. These promissory notes are scheduled to mature on July 15, 2019.
Obligations of CLOs. Loans payable of the Consolidated Funds represent amounts due to holders of debt securities issued by the CLOs. We are not liable for any loans payable of the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities under U.S. GAAP, and are included in loans payable of Consolidated Funds in our consolidated balance sheets.
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consists of cash and cash equivalents, corporate loans, corporate bonds and other securities.
Preferred Units. On September 13, 2017, we issued 16 million of our Preferred Units for net proceeds of approximately $387.5 million. We plan to use these proceeds for general corporate purposes, including to fund investments. Distributions on the Preferred Units are discretionary and non-cumulative. The Preferred Units may be redeemed at our option, in whole or in part, at any time on or after September 15, 2022 at a price of $25 per Preferred Unit, plus declared and unpaid distributions. In addition, the Preferred Units may be redeemed at our option prior to September 15, 2022, upon the occurrence of change of control, tax redemption or rating agency events. Holders of the Preferred Units will generally have no voting rights and have none of the voting rights given to holders of our common units, except as otherwise provided in Carlyle's limited partnership agreement. Holders of the Preferred Units have no right to require the redemption of the Preferred Units and the Preferred Units do not have a maturity date. See Note 14 of our consolidated financial statements for more information.
Realized performance fee revenue. Another source of liquidity we may use to meet our capital needs is the realized performance fee revenue generated by our investment funds. Carried interest is generally realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return. For certain funds, carried interest is realized once all invested capital and expenses have been returned to the fund's investors and the fund's cumulative returns are in excess of the preferred return. Incentive fees earned on our CLO vehicles generally are paid upon the dissolution of such vehicles.
Our accrued performance fees by segment as of December 31, 2017, gross and net of accrued giveback obligations, are set forth below:
|
| | | | | | | | | | | |
| Asset Class | Accrued Performance Fees | | Accrued Giveback Obligation | | Net Accrued Performance Fees |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 2,272.4 |
| | $ | (8.7 | ) | | $ | 2,263.7 |
|
| Real Assets | 657.5 |
| | (58.1 | ) | | 599.4 |
|
| Global Credit | 56.1 |
| | — |
| | 56.1 |
|
| Investment Solutions | 684.6 |
| | — |
| | 684.6 |
|
| Total | $ | 3,670.6 |
| | $ | (66.8 | ) | | $ | 3,603.8 |
|
| Plus: Accrued performance fees from NGP | | | | | 143.2 |
|
| Less: Accrued performance fee-related compensation | | (1,894.8 | ) |
| Plus: Receivable for giveback obligations from current and former employees | | 5.0 |
|
| Less: Deferred taxes on accrued performance fees | | (67.6 | ) |
| Less: Net accrued performance fees attributable to non-controlling interests in consolidated entities | | (0.8 | ) |
| Net accrued performance fees before timing differences | | 1,788.8 |
|
| Less/Plus: Timing differences between the period when accrued performance fees are realized and the period they are collected/distributed | | (71.6 | ) |
| Net accrued performance fees attributable to Carlyle Holdings | | $ | 1,717.2 |
|
As of December 31, 2017, the net accrued performance fees attributable to Carlyle Holdings, excluding realized amounts, related to our carry funds and our other vehicles by segment were as follows (Dollars in millions): |
| | | |
| Carry fund-related | |
| Corporate Private Equity: | |
| Buyout | $ | 1,097.9 |
|
| Growth Capital | 41.7 |
|
| Total Corporate Private Equity | 1,139.6 |
|
| Real Assets: | |
| Real Estate | 312.7 |
|
| Natural Resources | 180.3 |
|
| Legacy Energy | (16.2 | ) |
| Total Real Assets | 476.8 |
|
| Global Credit | 27.2 |
|
| Investment Solutions | 73.6 |
|
| Net accrued performance fees attributable to Carlyle Holdings | $ | 1,717.2 |
|
Realized investment income. Another source of liquidity we may use to meet our capital needs is the realized investment income generated by our equity method investments and other principal investments. Investment income is realized when we redeem all or a portion of our investment or when we receive or are due cash income, such as dividends or distributions. Certain of the investments attributable to Carlyle Holdings (excluding certain general partner interests, strategic investments, and investments in certain CLOs) may be sold at our discretion as a source of liquidity.
Our Liquidity Needs
We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working capital needs of our business and investment funds and pay distributions to our unitholders.
In the future, we expect that our primary liquidity needs will be to:
provide capital to facilitate the growth of our existing business lines;
provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;
pay operating expenses, including compensation and compliance costs and other obligations as they arise;
fund costs of litigation and contingencies, including related legal costs;
fund the capital investments of Carlyle in our funds;
fund capital expenditures;
repay borrowings and related interest costs and expenses;
pay earnouts and contingent cash consideration associated with our acquisitions and strategic investments;
pay income taxes;
make distributions to our common and preferred unitholders and the holders of the Carlyle Holdings partnership units in accordance with our distribution policy, and;
repurchase our units.
Preferred Unit Distributions. With respect to distribution year 2017, the Board of Directors of our general partner has declared a distribution to preferred unitholders totaling approximately $6.0 million, or $0.375347 per Preferred Unit, which was paid on December 15, 2017. In February 2018, the Board of Directors of the general partner of the Partnership declared a distribution for the first quarter of 2018 of $0.367188 per preferred unit to preferred unitholders of record at the close of
business on March 1, 2018, payable on March 15, 2018. Distributions on the Preferred Units are discretionary and non-cumulative.
Common Unit Distributions. With respect to distribution year 2017, the Board of Directors of our general partner has declared cumulative distributions to common unitholders totaling approximately $137.5 million, or $1.41 per common unit, consisting of (i) $0.33 per common unit in respect of the fourth quarter of 2017, which is payable on February 27, 2018 to common unitholders of record on February 20, 2018, (ii) $0.56 per common unit in respect of the third quarter of 2017, which was paid in November 2017, (iii) $0.42 per common unit in respect of the second quarter of 2017, which was paid in August 2017, and (iv) $0.10 per common unit in respect of the first quarter of 2017, which was paid in May 2017. Distributions to common unitholders paid during the calendar year ended December 31, 2017 were $118.1 million, representing the distributions paid in February 2017 of $0.16 per common unit with respect to the fourth quarter of 2016, $0.10 per common unit with respect to the first quarter of 2017, $0.42 per common unit with respect to the second quarter of 2017, and $0.56 per common unit with respect to the third quarter of 2017.
With respect to distribution year 2016, the Board of Directors of our general partner has declared cumulative distributions to common unitholders totaling approximately $131.1 million, or $1.55 per common unit, consisting of (i) $0.16 per common unit in respect of the fourth quarter of 2016, which was paid in February 2017, (ii) $0.50 per common unit in respect of the third quarter of 2016, which was paid in November 2016, (iii) $0.63 per common unit in respect of the second quarter of 2016, which was paid in August 2016, and (iv) $0.26 per common unit in respect of the first quarter of 2016, which was paid in May 2016. Distributions to common unitholders paid during the calendar year ended December 31, 2016 were $140.9 million, representing the distributions paid in March 2016 of $0.29 per common unit with respect to the fourth quarter of 2015, $0.26 per common unit with respect to the first quarter of 2016, $0.63 per common unit with respect to the second quarter of 2016, and $0.50 per common unit with respect to the third quarter of 2016.
With respect to distribution year 2015, the Board of Directors of our general partner has declared cumulative distributions to common unitholders totaling approximately $163.7 million, or $2.07 per common unit, consisting of (i) $0.29 per common unit in respect of the fourth quarter of 2015, which was paid in March 2016, (ii) $0.56 per common unit in respect of the third quarter of 2015, which was paid in November 2015, (iii) $0.89 per common unit in respect of the second quarter of 2015, which was paid in August 2015, and (iv) $0.33 per common unit in respect of the first quarter of 2015, which was paid in May 2015. Distributions to common unitholders paid during the calendar year ended December 31, 2015 were $251.0 million, representing the distributions paid in March 2015 of $1.61 per common unit with respect to the fourth quarter of 2014, $0.33 per common unit with respect to the first quarter of 2015, $0.89 per common unit with respect to the second quarter of 2015, and $0.56 per common unit with respect to the third quarter of 2015.
Carlyle Holdings Units Distributions. With respect to distribution year 2017, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $334.2 million, or $1.41 per Carlyle Holdings unit, consisting of (i) $0.33 per Carlyle Holdings unit in respect of the fourth quarter of 2017, which is payable on February 26, 2018 to Carlyle Holdings unitholders of record on February 20, 2018, (ii) $0.56 per Carlyle Holdings unit in respect of the third quarter of 2017, which was paid in November 2017, (iii) $0.42 per Carlyle Holdings unit in respect of the second quarter of 2017, which was paid in August 2017, and (iv) $0.10 per Carlyle Holdings unit in respect of the first quarter of 2017, which was paid in May 2017. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2017 were $295.6 million, representing the distributions paid in February 2017 of $0.16 per Carlyle Holdings unit with respect to the fourth quarter of 2016, $0.10 per Carlyle Holdings unit with respect to the first quarter of 2017, $0.42 per Carlyle Holdings unit with respect to the second quarter of 2017, and $0.56 per Carlyle Holdings unit with respect to the third quarter of 2017.
With respect to distribution year 2016, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $376.2 million, or $1.55 per Carlyle Holdings unit, consisting of (i) $0.16 per Carlyle Holdings unit in respect of the fourth quarter of 2016, which was paid in February 2017, (ii) $0.50 per Carlyle Holdings unit in respect of the third quarter of 2016, which was paid in November 2016, (iii) $0.63 per Carlyle Holdings unit in respect of the second quarter of 2016, which was paid in August 2016, and (iv) $0.26 per Carlyle Holdings unit in respect of the first quarter of 2016, which was paid in May 2016. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2016 were $422.6 million, representing the distributions paid in March 2016 of $0.35 per Carlyle Holdings unit with respect to the fourth quarter of 2015, $0.26 per Carlyle Holdings unit with respect to the first quarter of 2016, $0.63 per Carlyle Holdings unit with respect to the second quarter of 2016, and $0.50 per Carlyle Holdings unit with respect to the third quarter of 2016.
With respect to distribution year 2015, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $530.1 million, or $2.17 per Carlyle Holdings unit, consisting of (i) $0.35 per Carlyle Holdings unit in
respect of the fourth quarter of 2015, which was paid in March 2016, (ii) $0.60 per Carlyle Holdings unit in respect of the third quarter of 2015, which was paid in November 2015, (iii) $0.89 per Carlyle Holdings unit in respect of the second quarter of 2015, which was paid in August 2015, and (iv) $0.33 per Carlyle Holdings unit in respect of the first quarter of 2015, which was paid in May 2015. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2015 were $848.5 million, representing the distributions paid in March 2015 of $1.61 per Carlyle Holdings unit with respect to the fourth quarter of 2014, $0.33 per Carlyle Holdings unit with respect to the first quarter of 2015, $0.89 per Carlyle Holdings unit with respect to the second quarter of 2015, and $0.60 per Carlyle Holdings unit with respect to the third quarter of 2015.
It is Carlyle’s intention to cause Carlyle Holdings to make quarterly distributions to its partners, including The Carlyle Group L.P.’s wholly owned subsidiaries, that will enable The Carlyle Group L.P. to pay a quarterly distribution of approximately 75% of Distributable Earnings Attributable to Common Unitholders for the quarter. “Distributable Earnings Attributable to Common Unitholders” refers to The Carlyle Group L.P.'s share of Distributable Earnings, after an implied provision for current corporate income taxes (other than corporate income taxes attributable to The Carlyle Group L.P.) and preferred unit distributions, net of corporate income taxes attributable to The Carlyle Group L.P. and amounts payable under the tax receivable agreement. Carlyle’s general partner may adjust the distribution for amounts determined to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and its funds or to comply with applicable law or any of its financing agreements, or to provide for future cash requirements such as tax-related payments, giveback obligations and distributions to unitholders for any ensuing quarter. The amount to be distributed could also be adjusted upward in any one quarter.
Notwithstanding the foregoing, the declaration and payment of any distributions will be at the sole discretion of our general partner, which may change our distribution policy at any time. Our general partner will take into account general economic and business conditions, our strategic plans and prospects, our business and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations, legal, tax and regulatory restrictions, other constraints on the payment of distributions by us to our common unitholders or by our subsidiaries to us, and such other factors as our general partner may deem relevant.
Because our wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreement, the amounts ultimately distributed by us to our common unitholders are expected to be less, on a per unit basis, than the amounts distributed by the Carlyle Holdings partnerships to the other limited partners of the Carlyle Holdings partnerships in respect of their Carlyle Holdings partnership units.
Fund commitments. Generally, we intend to have Carlyle commit to fund approximately 0.75% to 1% of the capital commitments to our future carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We may, from time to time, exercise our right to purchase additional interests in our investment funds that become available in the ordinary course of their operations. We expect our senior Carlyle professionals and employees to continue to make significant capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our CLO vehicles. Our investments in our U.S. and European CLO vehicles will comply with the risk retention rules as discussed in “U.S. Risk Retention Rules” later in this section.
Since our inception through December 31, 2017, we and our senior Carlyle professionals, operating executives and other professionals have invested or committed to invest in or alongside our funds. Approximately 3% to 5% of all capital commitments to our funds are funded collectively by us and our senior Carlyle professionals, operating executives and other professionals.
For periods prior to our initial public offering in May 2012, our cash distributions included compensatory payments to The current unfunded commitment of Carlyle and our senior Carlyle professionals, which we accounted foroperating executives and other professionals to our investment funds as distributions from equity rather than as employee compensation,of December 31, 2017, consisted of the following:
|
| | | |
| Asset Class | Unfunded Commitment |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 2,354.2 |
|
| Real Assets | 812.0 |
|
| Global Credit | 526.0 |
|
| Investment Solutions | 146.5 |
|
| Total | $ | 3,838.7 |
|
A substantial majority of the remaining commitments are expected to be funded by, senior Carlyle professionals, operating executives and also included distributions in respectother professionals through our internal co-investment program. Of the $3.8 billion of co-investments madeunfunded commitments, approximately $3.4 billion is subscribed individually by senior Carlyle professionals, operating executives and other professionals, with the balance funded directly by the ownersPartnership.
Investments as of December 31, 2017 consist of the Parent Entities indirectly throughfollowing (Dollars in millions):
|
| | | |
| | |
| Investments | $ | 1,624.3 |
|
| Less: Amounts attributable to non-controlling interests in consolidated entities | (363.7 | ) |
| Less: Strategic equity method investments in NGP Management | (397.7 | ) |
| Less: Investment in NGP accrued performance fees | (143.2 | ) |
| Investments excluding non-controlling interests and NGP | 719.7 |
|
| Plus: investments in Consolidated Funds, eliminated in consolidation | 219.9 |
|
| Total investments attributable to Carlyle Holdings, exclusive of NGP management | $ | 939.6 |
|
Of the Parent Entities. Distributions related$939.6 million of total investments attributable to co-investmentsCarlyle Holdings, approximately $275 million are allocable solelyfinanced with loans (see Sources of Liquidity earlier in this section). The financing of our CLO investments within the last year has caused our total investments to increase at a faster rate than in prior periods. We expect this trend to continue in the individualsnear term.
Repurchase Program. In February 2016, the Board of Directors of the general partner of the Partnership authorized the repurchase of up to $200 million of common units and/or Carlyle Holdings units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. We expect that funded those co-investments.the majority of repurchases under this program will be done via open market transactions. No units will be repurchased from our executive officers under this program. The timing and actual number of common units and/or Carlyle Holdings units repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. For the year ended December 31, 2017, we have paid an aggregate of $0.2 million to repurchase and retire 14,190 units with all of the repurchases done via open market transactions. Since inception of the program, we have paid an aggregate of $59.1 million to repurchase and retire 3,695,889 units.
Cash Flows
The significant captions and amounts from our consolidated statements of cash flows which include the effects of our Consolidated Funds and CLOs in accordance with U.S. GAAP are summarized below.
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Statements of Cash Flows Data | | | | | | | | | | |
| Net cash provided by operating activities | $ | 2,645.7 |
| | $ | 2,994.3 |
| | $ | 2,028.4 |
| |
| Net cash provided by (used in) investing activities | 37.0 |
| | (135.1 | ) | | (126.1 | ) | |
| Net cash used in financing activities | (2,293.4 | ) | | (2,503.7 | ) | | (1,841.3 | ) | |
| Net cash (used in) provided by operating activities | | $ | (7.1 | ) | | $ | (300.6 | ) | | $ | 3,902.8 |
|
| Net cash used in investing activities | | (49.5 | ) | | (20.1 | ) | | (21.5 | ) |
| Net cash provided by (used in) financing activities | | 318.6 |
| | 15.3 |
| | (4,011.2 | ) |
| Effect of foreign exchange rate change | (113.9 | ) | | 44.0 |
| | (3.5 | ) | 67.2 |
| | (15.2 | ) | | (120.6 | ) |
| Net change in cash and cash equivalents | $ | 275.4 |
| | $ | 399.5 |
| | $ | 57.5 |
| $ | 329.2 |
| | $ | (320.6 | ) | | $ | (250.5 | ) |
Net Cash Provided by (used in) Operating Activities. Net cash provided by (used in) operating activities iswas primarily driven by our earnings in the respective periods after adjusting for significant non-cash activity, including non-cash performance fees, the related non-cash performance fee related compensation, and non-cash equity-based compensation, and depreciation, amortization and impairments, all of which are included in earnings. Cash flows from
Operating cash inflows primarily include the receipt of management fees and realized performance fees, while operating activities prior to our initial public offering do not reflect any amounts paid or distributed to senior Carlyle professionals as these amounts were included as a use of cash outflows primarily include payments for distributions in financing activities. Subsequent to our initial public offering in May 2012, we record cashoperating expenses, including compensation expense related to senior Carlyle professionals, which hasand general, administrative, and other expenses. During the effect of reducingyears ended December 31, 2017, 2016 and 2015, net cash provided by operating activities primarily includes the receipt of management fees and cash used in financing activities as compared torealized performance fees, totaling approximately $2.2 billion, $2.2 billion, and $2.7 billion, respectively. These inflows were partially offset by payments for compensation and
general, administrative, and other expenses of approximately $1.6 billion, $1.8 billion, and $1.9 billion for the periods prior to the initial public offering. years ended December 31, 2017, 2016 and 2015, respectively.
Cash used to purchase investments and trading securities as well as the proceeds from the sale of such investments are also reflected in our operating activities as investments are a normal part of our operating activities. Over time, investment proceeds may be greater than investment purchases.
During the year ended December 31, 2014,2017, investment proceeds were $541.6$467.5 million while investment purchases were $221.9$888.5 million. During the year ended December 31, 2013,2016, investment proceeds were $294.3$299.5 million while investment purchases were $93.0$368.2 million. During the year ended December 31, 2012,2015, investment proceeds were $215.6$313.0 million while investment purchases were $540.4$91.9 million. Also included in our
The net cash provided byused in operating activities are proceeds from salesfor the year ended December 31, 2017 also reflects the investment activity of investments by the Consolidated Funds, offset by purchases of investments by theour Consolidated Funds. For the year ended December 31, 2014,2017, proceeds from the sales and settlements of investments by the Consolidated Funds were $10,685.6$2,649.3 million, while purchases of investments by the Consolidated Funds were $10,566.3$2,875.0 million. For the year ended December 31, 2013,2016, proceeds from the sales and settlements of investments by the Consolidated Funds were $11,631.6$1,282.9 million, while
purchases of investments by the Consolidated Funds were $11,555.0$2,739.4 million. For the year ended December 31, 2012,2015, proceeds from the sales and settlements of investments by the Consolidated Funds were $8,530.5$11,653.6 million, while purchases of investments by the Consolidated Funds were $7,176.3$10,472.1 million.
Net Cash Provided by (Used in)Used In Investing Activities. Our investing activities generally reflect cash used for acquisitions, fixed assets and software for internal use, and changes in restricted cash. During the year ended December 31, 2014,2017, cash provided byused in investing activities primarilyprincipally reflects a change in restricted cash balances. During the fourth quarterpurchases of 2013, we received $89.2 million of cash on behalf of a non-consolidated Carlyle fund that was remitted to the fund in January 2014; this amount was classified as restricted cash as of December 31, 2013.fixed assets. Purchases of fixed assets were $29.7$34.0 million, $29.5$25.4 million and $32.7$62.3 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively. The 2014 acquisition of DGAM resulted in the net use of cash of $3.1 million during the year ended December 31, 2014. The 2013 acquisition of Metropolitan resulted in the net use of cash of $10.2 million during the year ended December 31, 2013. The acquisitions of Vermillion and the Highland CLOs resulted in the net use of cash of $83.8 million during the year ended December 31, 2012.
Net Cash Used in Financing Activities. Financing activities are a net source of cash in 2017 and 2016 and a net use of cash in each2015. In 2017, we received net proceeds of $387.5 million from the historical periods presented.issuance of preferred units. In March 2014,2016, we paid $58.9 million to repurchase 3.7 million units under our unit repurchase program. In June 2015, the Partnership received net proceeds from the issuance of 13,800,000 newly issued7,000,000 common units of $449.5$209.9 million. The Partnership used $303.4 million of these net proceeds to acquire 9,300,0007,000,000 Carlyle Holdings partnership units from the other limited partners of the Carlyle Holdings partnerships. The remaining net proceeds of $146.1 million were used by the Partnership to acquire 4,500,000 newly issued Carlyle Holdings partnership units. Carlyle Holdings is using the proceeds from the issuance of the 4,500,000 Carlyle Holdings partnership units for general corporate purposes, including investments in our funds as well as investment capital for acquisitions of new fund platforms and strategies or other growth initiatives, to drive innovation across the broader Carlyle platform. Also, during March 2014, we received net proceeds of $210.8 million, net of financing costs, from the issuance of an additional $200.0 million of our 5.625% senior notes due 2043 at 104.315% of par. The net proceeds from this issuance is being used for general corporate purposes, including investments in our funds as well as investment capital for acquisitions of new fund platforms and strategies and other growth initiatives.
For the year ended December 31, 2013, we received net proceeds of $495.3 million, net of financing costs, from the $500.0 million senior notes issuance in January 2013 and $394.1 million, net of financing costs, for the $400.0 million senior notes issuance in March 2013. The proceeds from these senior notes issuances were used to repay outstanding borrowings under our revolving credit facility and our term loan. For the year ended December 31, 2013, our repayments under our revolving credit facility were $386.3 million and our payments on our loans payable were $475.0 million. In addition, for the year ended December 31, 2013, we received net proceeds of $17.1 million, net of financing costs, from the loan issued related to one of our European CLO investments.
As noted above, for periods prior to the initial public offering in May 2012, financing activities include distributions to senior Carlyle professionals, CalPERS, and Mubadala of $452.3 million for the year ended December 31, 2012. For the year ended December 31, 2012, our net borrowings under our revolving credit facility were $75.4 million and our payments on our loans payable were $310.0 million. The net proceeds from our initial public offering in May 2012 were $615.8 million.
Distributions to our common unitholders were $102.7$118.1 million, $59.9$140.9 million, and $11.7$251.0 million for the years ended December 31, 2014, 2013,2017, 2016 and 2012,2015, respectively. Distributions to the non-controlling interest holders in Carlyle Holdings were $486.9$295.6 million, $372.9$422.6 million, and $96.6$848.5 million for the years ended December 31, 2014, 2013,2017, 2016 and 2012,2015, respectively. The net payments(payments) borrowings on loans payable by our Consolidated Funds during the years ended December 31, 2014, 2013,2017, 2016 and 20122015 were $1,033.4$147.2 million, $1,595.2$594.2 million, and $1,415.2$734.3 million, respectively. For the years ended December 31, 2014, 2013,2017, 2016 and 2012,2015, contributions from non-controlling interest holders were $2,203.1$119.2 million, $2,474.9$113.0 million, and $2,044.7$2,376.6 million, respectively, which relate primarily to contributions from the non-controlling interest holders in Consolidated Funds. For the years ended December 31, 2014, 2013,2017, 2016 and 2012,2015, distributions to non-controlling interest holders were $4,190.4$118.0 million, $3,038.0$109.4 million, and $2,310.2$5,267.0 million, respectively, which relate primarily to distributions to the non-controlling interest holders in Consolidated Funds.
Our Sources of Cash and Liquidity Needs
In the future, we expect that our primary liquidity needs will be to:Balance Sheet
provide capital to facilitate the growth of our existing business lines;
provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;
pay operating expenses, including compensation and compliance costs and other obligations as they arise;
fund capital expenditures;
repay borrowings and related interest costs and expenses;
pay earnouts and contingent cash consideration associated with our acquisitions and strategic investments;
pay income taxes;
make distributions to our unitholders and the holders of the Carlyle Holdings partnership units in accordance with our distribution policy; and
fund the capital investments of Carlyle in our funds.
With respect to distribution year 2014, we declared distributions to common unitholders totaling approximately $143.2 million, or $2.09 per common unit, consisting of $0.16 per common unit in respect of each of the first three quarters of 2014 and an additional distribution in respect of the fourth quarter of 2014 of $1.61 per common unit (approximately $110.9 million), which is payable on March 6, 2015 to holders of record of common units at the close of business on February 23, 2015. Distributions to common unitholders paid during the calendar year ended December 31, 2014Total assets were $102.7 million, representing the amount paid in March 2014 of $1.40 per common unit with respect to the fourth quarter of 2013 and the $0.16 per common unit quarterly distributions paid in each of May, August and November of 2014.
With respect to distribution year 2013, we declared distributions to common unitholders totaling approximately $93.5 million, or $1.88 per common unit, consisting of $0.16 per common unit in respect of each of the first three quarters of 2013 and an additional distribution in respect of the fourth quarter of 2013 of $1.40 per common unit ($70.4 million), which was paid in March 2014. Distributions to common unitholders paid during the calendar year ended December 31, 2013 were $59.9 million, representing the amount paid in March 2013 of $0.85 per common unit with respect to the fourth quarter of 2012 and the $0.16 per common unit quarterly distributions paid in each of May, August and November of 2013.
With respect to distribution year 2012, we declared distributions to common unitholders totaling approximately $48.5 million, or $1.12 per common unit, consisting of $0.11 per common unit for the second quarter of 2012 (a pro-rated amount from the IPO in May 2012), $0.16 per common unit for the third quarter of 2012, and $0.85 in respect of the fourth quarter of 2012 which was paid in March 2013. Distributions to common unitholders paid during the calendar year ended December 31, 2012 were $11.7 million, representing the $0.11 per common unit quarterly distribution paid in August 2012 and the $0.16 per common unit quarterly distribution paid in November of 2012.
With respect to distribution year 2014, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $524.5 million, or $2.09 per Carlyle Holdings unit, consisting of the distributions declared in respect of the first three quarters of 2014 and an additional distribution in respect of the fourth quarter of 2014 of $1.61 per Carlyle Holdings unit (approximately $404.1 million), which is payable on March 5, 2015 to holders of record of Carlyle Holdings units at the close of business on February 23, 2015. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2014 were $486.9 million, representing the quarterly distributions paid in each of March, May, August, and November of 2014.
With respect to distribution year 2013, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $515.9 million, or $1.97 per Carlyle Holdings unit, consisting of the distributions declared in respect of the first three quarters of 2013 and an additional distribution in respect of the fourth quarter of 2013 of $1.40 per Carlyle Holdings unit ($366.5 million), which was paid in March 2014. Distributions to the other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2013 were $372.9 million, representing the quarterly distributions paid in each of March, May, August, and November of 2013.
With respect to distribution year 2012, we declared distributions to the other limited partners of Carlyle Holdings totaling approximately $320.1 million, or $1.22 per Carlyle Holdings unit, consisting of the distributions declared in respect of the second quarter and third quarter of 2013 and $0.85 in respect of the fourth quarter of 2012 which was paid in March 2013. Distributions to other limited partners of Carlyle Holdings paid during the calendar year ended December 31, 2012 were $96.6 million, representing the quarterly distributions paid in August and November of 2012.
Distributions for the 2014 fiscal year and prior years, including the fourth quarter distribution, were determined in accordance with Carlyle’s distribution policy in effect for those years. For those periods, Carlyle Holdings made quarterly distributions to its partners, including The Carlyle Group L.P.'s wholly owned subsidiaries, that enabled The Carlyle Group L.P. to pay a quarterly distribution of $0.16 per common unit for each of the first three quarters of each year and for the fourth quarter of each year, to pay a distribution of at least $0.16 per common unit that, taken together with the prior quarterly distributions in respect of that year, represented its share, net of taxes and amounts payable under the tax receivable agreement, of Carlyle's Distributable Earnings in excess of the amount determined by Carlyle's general partner that was necessary or appropriate to provide for the conduct of Carlyle's business, to make appropriate investments in its business and its funds or to comply with applicable law or any of its financing agreements. The aggregate amount of our distributions for those years were less than our Distributable Earnings for that year due to these funding requirements.
Commencing with distributions for the 2015 fiscal year, it is Carlyle's intention to cause Carlyle Holdings to make quarterly distributions to its partners, including The Carlyle Group L.P.’s wholly owned subsidiaries, that will enable The Carlyle Group L.P. to pay a quarterly distribution of approximately 75% of Distributable Earnings per common unit, net of taxes and amounts payable under the tax receivable agreement, for the quarter. Carlyle’s general partner may adjust the distribution for amounts determined to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and its funds or to comply with applicable law or any of its financing agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and distributions to unitholders for any ensuing quarter. The amount to be distributed could also be adjusted upward in any one quarter.
Notwithstanding the foregoing, the declaration and payment of any distributions will be at the sole discretion of our general partner, which may change our distribution policy at any time. Our general partner will take into account general economic and business conditions, our strategic plans and prospects, our business and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations, legal, tax and regulatory restrictions, other constraints on the payment of distributions by us to our common unitholders or by our subsidiaries to us, and such other factors as our general partner may deem relevant.
Generally, we intend to have Carlyle commit to fund approximately 1% of the capital commitments to our future carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We may, from time to time, exercise our right to purchase additional interests in our investment funds that become available in the ordinary course of their operations. We expect our senior Carlyle professionals and employees to continue to make significant capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our CLO vehicles.
We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working capital needs of our business and investment funds and pay distributions to our unitholders. We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated earnings and funds from our senior credit facility, including a term loan facility and a revolving credit facility with $750.0 million available as of December 31, 2014. We believe these sources will be sufficient to fund our capital needs for at least the next 12 months. If we determine that market conditions are favorable after taking into account our liquidity requirements, including the amounts available under our senior credit facility, we may seek to issue and sell common units in a registered public offering or to issue additional senior notes or other debt. For example, during the first quarter of 2014, we issued 13,800,000 common units in a registered public offering that provided net proceeds to us of $449.5 million. We also issued an additional $200 million of our 5.625% senior notes due 2043 during the first quarter of 2014 that provided net proceeds to us of $210.8 million. We used a portion of the net proceeds from the equity issuance to purchase from certain holders, including certain of our directors and executive officers, an equivalent number of outstanding Carlyle Holdings partnership units. The remaining proceeds from the equity issuance and the proceeds from the debt issuance is being used for general corporate purposes, investments in our funds as well as investment capital for acquisitions of new fund platforms and strategies or other growth initiatives, to drive innovation across the broader Carlyle platform. During the first quarter of 2013, we issued $500 million of senior notes due 2023 and $400 million of senior notes due 2043 and used the proceeds from those note issuances to repay the outstanding balance under our revolving credit facility and $475.0 million of our term loan borrowings.
Since our inception through December 31, 2014, we and our senior Carlyle professionals, operating executives and other professionals have invested or committed to invest in or alongside our funds. Approximately 5% of all capital commitments to our funds are funded collectively by us and our senior Carlyle professionals, operating executives and other professionals. The current invested capital and unfunded commitment of Carlyle and our senior Carlyle professionals, operating executives and other professionals to our investment funds as of December 31, 2014, consisted of the following:
|
| | | | | | | | | | | |
| Asset Class | Current Equity Invested | | Unfunded Commitment | | Total Current Equity Invested and Unfunded Commitment |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 1,593.2 |
| | $ | 1,915.1 |
| | $ | 3,508.3 |
|
| Global Market Strategies | 1,111.0 |
| | 250.6 |
| | 1,361.6 |
|
| Real Assets | 805.0 |
| | 728.4 |
| | 1,533.4 |
|
| Investment Solutions | 97.8 |
| | 38.8 |
| | 136.6 |
|
| Total | $ | 3,607.0 |
| | $ | 2,932.9 |
| | $ | 6,539.9 |
|
A substantial majority of these investments have been funded by, and a substantial majority of the remaining commitments are expected to be funded by, senior Carlyle professionals, operating executives and other professionals through our internal co-investment program. Of the $2.9 billion of unfunded commitments, approximately $2.6 billion is subscribed individually by senior Carlyle professionals, operating executives and other professionals, with the balance funded directly by the Partnership.
Investments as of December 31, 2014 consist of the following (dollars in millions):
|
| | | |
| | |
| Investments | $ | 931.6 |
|
| Less: Amounts attributable to non-controlling interests in consolidated entities | (252.1 | ) |
| Less: Strategic equity method investment in NGP Management | (483.5 | ) |
| Less: Investment in the general partner of NGP X associated with carried interest rights | (18.5 | ) |
| Investments excluding non-controlling interests and NGP | 177.5 |
|
| Plus: investments in Consolidated Funds, eliminated in consolidation | 183.3 |
|
| Total investments attributable to Carlyle Holdings, exclusive of NGP management | $ | 360.8 |
|
Another source of liquidity we may use to meet our capital needs is the realized carried interest and incentive fee revenue generated by our investment funds. Carried interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return. Incentive fees earned on hedge fund structures are realized at the end of each fund’s measurement period. Incentive fees earned on our CLO vehicles are paid upon the dissolution of such vehicles.
Our accrued performance fees by segment as of December 31, 2014, gross and net of accrued giveback obligations, are set forth below:
|
| | | | | | | | | | | |
| Asset Class | Accrued Performance Fees | | Accrued Giveback Obligation | | Net Accrued Performance Fees |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 2,932.6 |
| | $ | 52.4 |
| | $ | 2,880.2 |
|
| Global Market Strategies | 129.9 |
| | — |
| | 129.9 |
|
| Real Assets | 272.9 |
| | 52.0 |
| | 220.9 |
|
| Investment Solutions | 460.2 |
| | — |
| | 460.2 |
|
| Total | $ | 3,795.6 |
| | $ | 104.4 |
| | $ | 3,691.2 |
|
| Plus: Investment in the general partner of NGP X associated with carried interest rights | | 18.5 |
|
| Less: Accrued performance fee-related compensation | | (1,815.4 | ) |
| Plus: Receivable for giveback obligations from current and former employees | | 27.7 |
|
| Less: Deferred taxes on accrued performance fees | | (85.6 | ) |
| Less: Net accrued performance fees attributable to non-controlling interests in consolidated entities | | 34.0 |
|
| Net accrued performance fees excluding compensation and non-controlling interests | | 1,870.4 |
|
| Plus: Net accrued performance fees in Consolidated Funds, eliminated in consolidation | | 4.3 |
|
| Less: Net accrued performance fees realized in 2014 and to be collected in 2015 | | (122.4 | ) |
| Net accrued performance fees attributable to Carlyle Holdings, excluding realized amounts | | $ | 1,752.3 |
|
As of December 31, 2014, the net accrued performance fees attributable to Carlyle Holdings, excluding realized amounts, related to our carry funds and our other vehicles by segment were as follows (dollars in millions): |
| | | |
| Carry fund-related | |
| Corporate Private Equity: | |
| Buyout | $ | 1,421.6 |
|
| Growth Capital | 66.2 |
|
| Total Corporate Private Equity | 1,487.8 |
|
| Real Assets: |
|
| Real Estate | 127.0 |
|
| Natural Resources | 29.1 |
|
| Legacy Energy | 7.1 |
|
| Total Real Assets | 163.2 |
|
| Global Market Strategies | 69.8 |
|
| Investment Solutions and other non-carry funds | 31.5 |
|
| Net accrued performance fees attributable to Carlyle Holdings | $ | 1,752.3 |
|
Cash and cash equivalents were approximately $1.2$12.3 billion at December 31, 2014. However, a portion of this cash is allocated for specific business purposes, including, but not limited to, (1) performance fee-related cash that has been received but not yet distributed as performance fee related compensation and amounts owed to non-controlling interests; (ii) proceeds received from realized investments that are allocable to non-controlling interests; and (iii) cash reserved for potential future giveback obligations. After deducting cash amounts allocated to these specific requirements, the remaining cash and cash equivalents is approximately $720 million as of December 31, 2014. This remaining amount will be used towards our primary liquidity needs, as previously outlined.
Our Balance Sheet and Indebtedness
Total assets were $36.0 billion at December 31, 2014,2017, an increase of $0.4$2.3 billion from December 31, 2013.2016. The increase in total assets was primarily attributable to increases in accrued performance fees, investments in consolidated funds, investments, and cash and cash equivalents of $1,189.5 million, $640.6 million, $517.3 million, and $329.2 million, respectively. These increases were partially offset by a decrease in cash and cash equivalents held at Consolidated Funds investmentsof $383.9 million and accrued performance fees. Assetsthe deconsolidation in 2017 of the Consolidated Fundstotal assets of the real estate VIE of $176.9 million. Cash and cash equivalents, including corporate treasury investments, were approximately $28.8
$1.4 billion at December 31, 2014, representing a decrease2017, an increase of $0.1$0.5 billion from December 31, 2013. Cash and cash equivalents2016.
Total liabilities were approximately $1.2$9.3 billion at December 31, 2017, an increase of $0.3$0.8 billion from December 31, 2013. Accrued performance fees were approximately $3.8 billion at December 31, 2014, representing an increase of $0.1 billion from December 31, 2013.
Total liabilities were $23.1 billion at December 31, 2014, an increase of $2.2 billion from December 31, 2013.2016. The increase in liabilities was primarily attributable to increases in accrued compensation and benefits, loans payable of consolidated funds, and debt obligations of $560.8 million, $437.5 million, and $308.4 million, respectively. These increases were partially offset by decreases in other liabilities of Consolidated Funds and the deconsolidation in 2017 of the liabilities of the Consolidated Funds, which increased $1.9 billion from December 31, 2013 to December 31, 2014,real estate VIE of $214.9 million and an increase in the outstanding 5.625% senior notes due 2043, which increased $0.2 billion from December 31, 2013 to December 31, 2014.$203.9 million, respectively.
The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the assets of the Consolidated Funds are not available to meet our liquidity requirements and similarly the liabilities of the Consolidated Funds are non-recourse to us. The assetsFor example, as previously discussed, the CLO term loans generally are secured by
the Partnership's investment in the CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and liabilities of the consolidated real estate VIE are also held in separate legal entities; wedo not have not guaranteed or assumedrecourse to any obligation for repayment of its liabilities nor are its assets available to meet our liquidity requirements.other Carlyle entity.
Our balance sheet without the effect of the Consolidated Funds can be seen in Note 2119 to the consolidated financial statements included in this Annual Report on Form 10-K. At December 31, 2014,2017, our total assets were $7.4$7.5 billion, including cash and cash equivalents of $1.2and corporate treasury investments totaling $1.4 billion and net accrued performance fees of $3.8$1.7 billion.
Loans Payable. Loans payable on our balance sheet at December 31, 2014 reflects $25.0 million outstanding under our senior credit facility, comprised of $25.0 million of term loan balance outstanding. No amount was outstanding under the revolving credit facility of our senior secured credit facility. Additionally, loans payable at December 31, 2014 includes $15.2 million outstanding under a separate term loan entered into during 2013 related to an investment in a CLO.
Senior Credit Facility. The senior credit facility includes $25.0 million in a term loan and $750.0 million in a revolving credit facility. The term loan and revolving credit facility mature on August 9, 2018. Principal amounts outstanding under the amended term loan and revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.75%, or (b) at LIBOR plus an applicable margin not to exceed 1.75% (1.41% at December 31, 2014).
The senior credit facility is unsecured. We are required to maintain management fee earning assets (as defined in the new senior credit facility) of at least $65 billion plus 70% of any future acquired AUM and a total debt leverage ratio of less than 3.0 to 1.0, in each case, tested on a quarterly basis. Non-compliance with any of the financial or non-financial covenants without cure or waiver would constitute an event of default under the senior credit facility. An event of default resulting from a breach of certain financial or non-financial covenants may result, at the option of the lenders, in an acceleration of the principal and interest outstanding, and a termination of the revolving credit facility. The senior credit facility also contains other customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest or fees when due, breach of specified covenants, change in control and material inaccuracy of representations and warranties.
Other Term Loan. On October 3, 2013, the Partnership borrowed €12.6 million ($15.2 million at December 31, 2014) under a new term loan and security agreement with a financial institution. Interest on the term loan accrues at EURIBOR plus 1.75% (1.83% at December 31, 2014). The Partnership may prepay the facility in whole or in part at any time without penalty. The facility is scheduled to mature on the earlier of five years after closing or the date that the CLO is dissolved. The facility is secured by the Partnership’s investment in the CLO.
3.875% Senior Notes. In January 2013, Carlyle Holdings Finance L.L.C., an indirect finance subsidiary of the Partnership issued $500.0 million of 3.875% senior notes due February 1, 2023 at 99.966% of par. Interest is payable semi-annually on February 1 and August 1, beginning August 1, 2013. The notes are unsecured and unsubordinated obligations of Carlyle Holdings Finance L.L.C. and are fully and unconditionally guaranteed, jointly and severally, by The Carlyle Group L.P. and each of the Carlyle Holdings partnerships. The indenture governing the notes contains customary covenants that, among other things, limit Carlyle Holdings Finance L.L.C. and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.
5.625% Senior Notes. In March 2013, Carlyle Holdings II Finance L.L.C., an indirect finance subsidiary of the Partnership, issued $400.0 million of 5.625% Senior Notes due March 30, 2043 at 99.583% of par. Interest is payable semi-
annually on March 30 and September 30, beginning September 30, 2013. The notes are unsecured and unsubordinated obligations of Carlyle Holdings Finance L.L.C. and are fully and unconditionally guaranteed, jointly and severally, by The Carlyle Group L.P. and each of the Carlyle Holdings partnerships. The indenture governing the notes contains customary covenants that, among other things, limit Carlyle Holdings II Finance L.L.C. and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.
In March 2014, Carlyle Holdings II Finance L.L.C. issued $200.0 million of 5.625% Senior Notes due March 30, 2043 at 104.315% of par. These notes were issued as additional 5.625% Senior Notes due March 30, 2043 and will be treated as a single class with the already outstanding $400.0 million aggregate principal amount of these senior notes.
Obligations of CLOs. Loans payable of the Consolidated Funds represent amounts due to holders of debt securities issued by the CLOs. We are not liable for any loans payable of the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities under U.S. GAAP, and are included in loans payable of Consolidated Funds in our consolidated balance sheets.
As of December 31, 2014, the following borrowings were outstanding at our CLOs, including preferred shares classified as liabilities (Dollars in millions):
|
| | | | | | | | | | | |
| | Borrowings Outstanding | | Weighted Average Interest Rate | | | | Weighted Average Remaining Maturity in Years |
| Senior secured notes | $ | 15,104.2 |
| | 1.68 | % | | | | 9.21 |
|
| Subordinated notes, Income notes and Preferred shares | 1,242.3 |
| | N/A |
| | (1) | | 8.28 |
|
| Combination notes | 15.0 |
| | N/A |
| | (2) | | 7.14 |
|
| Total | $ | 16,361.5 |
| | | | | | |
| |
(1) | The subordinated notes, income notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs. |
| |
(2) | The combination notes do not have contractual interest rates and have recourse only to securities specifically held to collateralize such combination notes. |
The fair value of senior secured notes, subordinated notes, income notes and preferred shares, and combination notes of our CLOs as of December 31, 2014 was $14,757.5 million, $1,278.8 million, and $15.9 million, respectively.
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consists of cash and cash equivalents, corporate loans, corporate bonds and other securities.
Loans Payable of a Consolidated Real Estate VIE. This balance consists of the borrowings of Urbplan for its real estate development activities. As of December 31, 2014, the principal amount outstanding on the loans was approximately $243.6 million. The Partnership records the borrowings of Urbplan at fair value on its consolidated balance sheet; the fair value of the Urbplan borrowings at December 31, 2014 was $146.2 million. The principal amounts of the loans accrue interest at a variable rate based on an index plus an applicable margin. Interest rates are based on: (i) CDI plus a margin ranging from 4.0% to 7.4% (15.6% to 19.0% as of December 31, 2014); (ii) IGP-M plus a margin ranging from 11.0% to 12.0% (14.7% to 15.7% as of December 31, 2014); or (iii) IPCA plus a margin ranging from 10.0% to 13.5% (16.4% to 19.9% as of December 31, 2014).
Substantially all of Urbplan’s customer and other receivables and investments have been pledged as collateral for the loans. As of December 31, 2014, substantially all of the loans payable of Urbplan are not in compliance with their related debt covenants or are otherwise in technical default. These violations do not cause a default or event of default under the Partnership’s senior credit facility or senior notes. Urbplan management is in discussions with the lenders to cure or re-negotiate the loans in default. Currently there are no outstanding notices of acceleration of payment on the loans in default.
All of the loans payable of Urbplan are contractually non-recourse to us.
Unconsolidated Entities
Our Corporate Private Equitycorporate private equity funds have not historically utilized substantial leverage at the fund level other than short-term borrowings underand certain fund level lines of credit which are used to fund liquidity needs in the interim between the date of an investment and the receipt of capital from the investing fund’s investors. These funds do, however, make direct or indirect investments in companies that utilize leverage in their capital structure. The degree of leverage employed varies among portfolio companies.
Certain of our real estate funds have entered into lines of creditscredit secured by their investors’ unpaid capital commitments or by a pledge of the equity of the underlying investment. Due to the relatively large number of investments made by these funds, theThese lines of credit are used primarily employed to reduce the overall number of capital calls to investors or for working capital needs. In certain instances, however, they may be used for other investment related activities, including serving as bridge financing for investments. The degree of leverage employed varies among portfolio companies.
Off-BalanceOff-balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, entering into operating leases and entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated and non-consolidated funds. We do not have any other off-balance sheet arrangements that would require us to fund losses or guarantee target returns to investors in any of our other investment funds.
For further information regarding our off-balance sheet arrangements, see Note 2 and Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.
Contractual Obligations
The following table sets forth information relating to our contractual obligations as of December 31, 20142017 on a consolidated basis and on a basis excluding the obligations of the Consolidated Funds:
| | | | 2015 | | 2016-2017 | | 2018-2019 | | Thereafter | | Total | 2018 | | 2019-2020 | | 2021-2022 | | Thereafter | | Total |
| | (Dollars in millions) | (Dollars in millions) |
| Loans payable and senior notes(a) | $ | — |
| | $ | — |
| | $ | 40.2 |
| | $ | 1,100.0 |
| | $ | 1,140.2 |
| |
| Interest payable(b) | 56.4 |
| | 109.8 |
| | 107.4 |
| | 844.4 |
| | 1,118.0 |
| |
| Contingent cash consideration(c) | 48.3 |
| | 102.0 |
| | 64.8 |
| | 264.8 |
| | 479.9 |
| |
| Operating lease obligations(d) | 53.3 |
| | 100.5 |
| | 82.9 |
| | 230.0 |
| | 466.7 |
| |
| Capital commitments to Carlyle funds(e) | 2,940.4 |
| | — |
| | — |
| | — |
| | 2,940.4 |
| |
| Tax receivable agreement payments(f) | 0.5 |
| | 7.1 |
| | 7.9 |
| | 73.5 |
| | 89.0 |
| |
| Loans payable of Consolidated Funds(g) | 310.3 |
| | 507.6 |
| | 930.1 |
| | 17,121.5 |
| | 18,869.5 |
| |
| Loans payable of a consolidated real estate VIE(h) | 72.5 |
| | 107.6 |
| | 93.4 |
| | 216.5 |
| | 490.0 |
| |
Unfunded commitments of the CLOs and Consolidated Funds(i) | 965.7 |
| | — |
| | — |
| | — |
| | 965.7 |
| |
| Redemptions payable of Consolidated Funds(j) | 954.3 |
| | — |
| | — |
| | — |
| | 954.3 |
| |
Debt obligations (including senior notes)(a) | | $ | 20.2 |
| | $ | 52.0 |
| | $ | 114.6 |
| | $ | 1,388.7 |
| | $ | 1,575.5 |
|
Interest payable(b) | | 69.1 |
| | 135.4 |
| | 125.9 |
| | 727.5 |
| | 1,057.9 |
|
Contingent cash and other consideration(c) | | 83.3 |
| | 13.6 |
| | — |
| | — |
| | 96.9 |
|
Operating lease obligations(d) | | 47.9 |
| | 97.3 |
| | 85.1 |
| | 295.7 |
| | 526.0 |
|
Capital commitments to Carlyle funds(e) | | 3,838.7 |
| | — |
| | — |
| | — |
| | 3,838.7 |
|
Tax receivable agreement payments(f) | | 1.3 |
| | — |
| | 13.1 |
| | 79.6 |
| | 94.0 |
|
Loans payable of Consolidated Funds(g) | | 89.2 |
| | 178.6 |
| | 178.4 |
| | 4,867.1 |
| | 5,313.3 |
|
Unfunded commitments of the CLOs(h) | | 4.3 |
| | — |
| | — |
| | — |
| | 4.3 |
|
| Consolidated contractual obligations | 5,401.7 |
| | 934.6 |
| | 1,326.7 |
| | 19,850.7 |
| | 27,513.7 |
| 4,154.0 |
| | 476.9 |
| | 517.1 |
| | 7,358.6 |
| | 12,506.6 |
|
| Loans payable of Consolidated Funds(g) | (310.3 | ) | | (507.6 | ) | | (930.1 | ) | | (17,121.5 | ) | | (18,869.5 | ) | |
| Loans payable of a consolidated real estate VIE(h) | (72.5 | ) | | (107.6 | ) | | (93.4 | ) | | (216.5 | ) | | (490.0 | ) | |
| Capital commitments to Carlyle funds(e) | (2,642.8 | ) | | — |
| | — |
| | — |
| | (2,642.8 | ) | |
Unfunded commitments of the CLOs and Consolidated Funds(i) | (965.7 | ) | | — |
| | — |
| | — |
| | (965.7 | ) | |
| Redemptions payable of Consolidated Funds(j) | (954.3 | ) | | — |
| | — |
| | — |
| | (954.3 | ) | |
Loans payable of Consolidated Funds(g) | | (89.2 | ) | | (178.6 | ) | | (178.4 | ) | | (4,867.1 | ) | | (5,313.3 | ) |
Capital commitments to Carlyle funds(e) | | (3,378.3 | ) | | — |
| | — |
| | — |
| | (3,378.3 | ) |
Unfunded commitments of the CLOs(h) | | (4.3 | ) | | — |
| | — |
| | — |
| | (4.3 | ) |
| Carlyle Operating Entities contractual obligations | $ | 456.1 |
| | $ | 319.4 |
| | $ | 303.2 |
| | $ | 2,512.7 |
| | $ | 3,591.4 |
| $ | 682.2 |
| | $ | 298.3 |
| | $ | 338.7 |
| | $ | 2,491.5 |
| | $ | 3,810.7 |
|
| |
| (a) | The table above assumes that no prepayments are made on the CLO term loans, promissory notes or senior notes and that the outstanding balance on the revolving credit facility is repaid on the maturity date of the senior credit facility. On August 9, 2013, we entered into Amendment No. 1facility, which is May 5, 2020. See Note 7 to the senior credit facility to extendconsolidated financial statements for the various maturity datedates of the term loan and revolving credit facility from September 30, 2016 until August 9, 2018, and to eliminate all amortization of outstandingCLO term loans, with all such term loans being duepromissory notes and payable on the new maturity date. The term loan entered into during 2013 related to an investment in a CLO matures on the earlier of 2018 or the date that the CLO is dissolved. For purposes of the table above, it is assumed that the CLO does not dissolve prior to 2018.senior notes. |
| |
| (b) | The interest rate on the loans payabledebt obligations as of December 31, 2017 consist ofof: 3.875% on $500.0 million of senior notes, 5.625% on $600.0 million of senior notes, approximately 2.33%2.60% on $25.0 million of theremaining term loan ofunder our senior credit facility, (inclusivea range of approximately 1.75% to 3.29% for our CLO term loans, approximately 4.19% on $108.8 million of the effect of the outstanding interest rate swaps),NGP promissory note and approximately 1.83%3.36% on $15.2$53.9 million of our other term loan.settlement promissory notes. Interest payments assume that no prepayments are made and loans are held until maturity. |
| |
| (c) | These obligations represent our probability-weighted estimate of amounts to be paid on the contingent cash and other consideration obligations associated with our business acquisitions, and strategic investment in NGP Management. The actual amounts to be paid under these agreements will not be determined until the specific performance conditions are met. Refer to “— Contingent Cash Payments for Business Acquisitions and Strategic Investments” below for the maximum amounts we may be required to pay under these arrangements and Note 6 and Note 9Management, payments related to the consolidated financial statements includedacquisition of secondary interests in this Annual Report on Form 10-K for more information. Included in these amounts are $43.0 million of employment-based contingent consideration payments that have been earned but are not payable until the individuals are no longer employees of Carlyle the timing of which cannot be predicted. For purposes of the table above, the timing has been based on a probability-weighted estimate.funds and other obligations. |
| |
| (d) | We lease office space in various countries around the world and maintain our headquarters in Washington, D.C., where we lease our primary office space under a non-cancelable lease agreement expiring on July 31, 2026. Our office leases in other locations expire in various years from 20152018 through 2031.2032. The amounts in this table represent the minimum lease payments required over the term of the lease. |
| |
| (e) | These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $2.9$3.8 billion of unfunded commitments, approximately $2.6$3.4 billion is subscribed individually by senior Carlyle professionals, operating executivesadvisors and other professionals, with the balance funded directly by the Partnership. Also included in these amounts is $7.5 million that was paid to NGP in January 2015 in exchange for an additional 7.5% equity interest in NGP Management. As a result of this transaction, beginning in January 2015, the Partnership will receive 55% of the management fee-related revenues of NGP entities that serve as the advisers to certain private equity funds. |
| |
| (f) | Represents obligations by the Partnership’s corporate taxpayers to make payments under the tax receivable agreement. Holders of partnership units in Carlyle Holdings may exchange their Carlyle Holdings partnership units for common units in The Carlyle Group L.P. on a one-for-one basis. These exchanges may reduce the amount of tax that the corporate taxpayers would be required to pay in the future. The corporate taxpayers will pay to the limited partner of Carlyle Holdings making the exchange 85% of the amount of cash savings that the corporate taxpayers realize upon an exchange. See “Tax Receivable Agreement” below. Further, the amount and timing of payments is subject to change as the Partnership continues to analyze the 2017 Tax Reform Act (see Note 11 for more information about the Tax Reform Act). |
| |
| (g) | These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until |
maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of December 31, 2014, at spreads to market rates pursuant to the debt agreements, and range from 0.31% to 7.48%.
| |
(h) | These obligations represent amounts owed to the lenders of Urbplan. These obligations include interest to be paid on the loans of Urbplan. Principal and interest payments shown herein assume that amounts will be paid according to the contractual maturities of the loans without acceleration due to default or covenant violation or other voluntarily prepayments. Interest payments on variable-rate debt are based on interest rates in effect as of December 31, 2014,2017, at spreads to market rates pursuant to the loandebt agreements, and range from 14.7%0.74% to 19.9%8.96%. Due to the timing and availability of financial information from Urbplan, we consolidate the financial position and results of operations of Urbplan on a financial reporting lag of 90 days. The balances shown in this table are based on Urbplan’s outstanding borrowings as of September 30, 2014. |
| |
(i)(h) | These obligations represent commitments of the CLOs and Consolidated Funds to fund certain investments. These amounts are generally due on demand and are therefore presented in the less than one year category. |
| |
(j) | Our consolidated hedge funds are subject to quarterly or monthly redemption by investors in these funds. These obligations represent the amount of redemptions where the amount requested in the redemption notice has become fixed and payable. |
Excluded from the table above are liabilities for uncertain tax positions of $18.7$12.3 million at December 31, 20142017 as we are unable to estimate when such amounts may be paid. Also excluded
Risk Retention Rules
The Dodd-Frank Act requires sponsors of asset-backed securities, including CLOs, to retain at least 5% of the credit risk related to the assets that underlie asset-backed securities (referred to herein as the U.S. Risk Retention Rules). The U.S. Risk Retention Rules became effective on December 24, 2016 and apply to sponsors of CLOs issued thereafter. As a sponsor of CLOs issued in Europe, we currently comply with similar risk retention rules that have been in place since 2014. To comply with the U.S. Risk Retention Rules, we expect that we will contribute approximately $750 million to new CLOs issued over the next five years. Our contribution to the new CLOs will be funded through a variety of sources, including direct funding from the table above are outstanding commitments of Urbplan for land development services with an estimated $118 million of future costs to be incurred; these amounts have been excluded as we are unable to determine when such amounts will be paid.
Contingent Funding of the Consolidated Real Estate VIE
As described in Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K, we and certain of ourPartnership, funding from senior Carlyle professionals, funding from third party investors, and limited recourse borrowing. The allocation of funding sources, and therefore the amount of capital required from the Partnership, will be determined in the future.
On February 9, 2018, the U.S. Court of Appeals for the District of Columbia ruled that the U.S. Risk Retention Rules do not apply to managers of open-market CLOs - CLOs for which the underlying assets are not transferred by the manager to the CLO issuer via a sale. The agencies have made and may make additional investments in Urbplan. From April 2013 (the time45 days from the date of the first additional investment into Urbplan) through December 31, 2014, $213.3 million has been fundeddecision to Urbplan by us and our senior Carlyle professionals (netpetition the U.S. Court of gains from related foreign currency forward contracts).Appeals for an en banc review, during which time the rule will remain effective. If such petition is not made, or if such petition is made but denied, the U.S. Court of Appeals' ruling will become effective 7 days later with retroactive effect on all existing open-market CLOs. We have funded $50.8 million of the $213.3 million and the remaining $162.5 million has been funded by our senior Carlyle professionals indirectly through the Partnership. For the year ended December 31, 2014, $143.7 million was funded to Urbplan, of which we funded $35.9 million and the senior Carlyle professionals funded $107.8 million indirectly through us.
At this time, Urbplan is estimated to require approximately $100 million of additional capital in 2015 to complete its expected business turnaround. While no contractual or other obligations exist to provide additional financial support to Urbplan, we and our senior Carlyle professionals expect to provide additional capital funding to Urbplanare in the futureprocess of reviewing this decision and Urbplan will continueits ultimate impact on our business.
For additional information related to seek capital funding from unaffiliated parties. Wethe U.S. Risk Retention Rules, see “-Regulatory changes in the United States could adversely affect our business and our senior Carlyle professionals will evaluate the possibility of further capital infusions basedincreased regulatory focus could result in additional burdens and expenses on the circumstances at the time (including levels of third-party funding participation). It is anticipated that we would fund 25% and our senior Carlyle professionals would fund 75% indirectly through us of any additional investments made by us and our senior Carlyle professionals.business” within Item 1A.
Guarantees
We may not recover, in whole or in part, the capital that we have invested in or any additional capital that we may elect to invest in Urbplan in the future, and our results of operations could be adversely impacted by impairments, write-downs, lawsuits by customers or creditors, other claims against Urbplan or us or other losses associated with our investment in Urbplan. Urbplan is currently a party to various litigation, disputes and other potential claims. We do not believe it is probable that the outcome of any existing Urbplan litigation, government investigations and proceedings, disputes, or other potential claims will materially affect us or our consolidated financial statements.
The assets and liabilities of Urbplan are held in legal entities separate from the Partnership; we have not guaranteed or assumed any obligation for repayment of Urbplan’s liabilities nor are the assets of Urbplan available to meet our liquidity requirements. However, if Urbplan fails to complete its construction projects, customers, partners, government agencies or municipalities or other creditors in certain circumstances might seek to assert claims against us and our assets unrelated to under certain consumer protection or other laws.
Contingent Cash Payments For Business Acquisitions and Strategic Investments
We have certain contingent cash obligations associated with our business acquisitions and our strategic investment in NGP Management. For our business acquisitions, these contingent cash payments relate to performance-based contingent cash consideration payable to the sellers of the businesses, some of whom are Carlyle professionals. Certain of these payments to those Carlyle professionals require such Carlyle professional to be employed by us at the time the performance conditions are met, while other payments are not contingent upon employment.
For our strategic investment in NGP Management, the contingent cash payments relate to performance-based contingent cash consideration payable to ECM Capital, L.P. and an affiliate of Barclays Bank PLC. The performance-based contingent cash consideration payable to an affiliate of Barclays Bank PLC totaling $183.0 million, which is payable partly in cash and partly by a promissory note, is earned based on NGP's achievement of certain business performance goals, including
the successful fundraising by NGP of new fund commitments. See Note 69 to the consolidated financial statements included in this Annual Report on Form 10-K for more information.
The amounts shown in the contractual obligations table above represent our probability-weighted estimate of amounts to be paid on the contingent cash consideration obligations associated with our business acquisitions and our strategic investment in NGP Management. Except as noted below, the following table represents the maximum amounts that could be paid from our contingent cash obligations associated with our business acquisitions and our strategic investment in NGP Management:
|
| | | | | | | | | | | | | | | |
| | As of December 31, 2014 |
| | Business Acquisitions | | NGP Investment | | Total | | Liability Recognized on Financial Statements(1) |
| | (Dollars in millions) |
| Performance-based contingent cash consideration | $ | 231.9 |
| | $ | 183.0 |
| | $ | 414.9 |
| | $ | 227.8 |
|
| Employment-based contingent cash consideration | 260.5 |
| | 45.0 |
| | 305.5 |
| | 156.8 |
|
| Total | $ | 492.4 |
| | $ | 228.0 |
| | $ | 720.4 |
| | $ | 384.6 |
|
| |
(1) | On our consolidated balance sheet, the liability for performance-based contingent cash consideration is included in due to affiliates (for amounts owed to Carlyle professionals and NGP) and accounts payable, accrued expenses, and other liabilities (for amounts owed to other sellers), and the liability for employment-based contingent cash consideration is included in accrued compensation and benefits. |
Some of the employment-based contingent cash consideration agreements do not contain provisions limiting the amount that could be paid by us. For purposes of the table above, we have used our current estimate of the amount to be paid upon the determination dates for such payments. In our consolidated financial statements, we record the performance-based contingent cash consideration from our business acquisitions at fair value at each reporting period. For the employment-based contingent cash consideration, we accrue the compensation liability over the implied service period.
Guarantees
In 2001, we entered into an agreement with a financial institution pursuant to which we are the guarantor on a credit facility for eligible employees investing in Carlyle sponsored funds. This credit facility renews on an annual basis, allowing for annual incremental borrowings up to an aggregate of $11.3 million, and accrues interest at the lower of the prime rate, as defined, or three-month LIBOR plus 2%, reset quarterly. At December 31, 2014, approximately $7.9 million was outstanding under the credit facility and payable by the employees. No material funding under the guarantee has been required, and we believe the likelihood of any material funding under the guarantee to be remote.
In July 2012, we provided a guarantee to the French tax authorities as credit support for a €45.7 million tax assessment and in October 2012, placed an additional €4.4 million in escrow, in each case,information related to CEREP I. We expect to incur costs on behalf of CEREP I and its related entities. We will attempt to recover any amounts advanced or paid under the guarantee from proceeds of subsequent portfolio dispositions by CEREP I. The amount of any unrecoverable costs that may be incurred by us is not estimable at this time. Refer to “Contingencies” below and Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.our material guarantees.
Indemnifications
In many of our service contracts, we agree to indemnify the third-party service provider under certain circumstances. The terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be determined and has not been included in the tableestimate above or recorded in our consolidated financial statements as of December 31, 2014.2017.
Tax Receivable Agreement
Holders of partnership units in Carlyle Holdings (other than The Carlyle Group L.P.’s wholly owned subsidiaries), subject to the vesting and minimum retained ownership requirements and transfer restrictions applicable to such holders as set
forth in the partnership agreements of the Carlyle Holdings partnerships, may (subject to the terms of the exchange agreement) exchange their Carlyle Holdings partnership units for The Carlyle Group L.P. common units on a one-for-one basis. A Carlyle Holdings limited partner must exchange one partnership unit in each of the three Carlyle Holdings partnerships to effect an exchange for a common unit. The exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Carlyle Holdings. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of tax that Carlyle Holdings I GP Inc. and any other corporate taxpayers would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge.
In connection with the reorganization and initial public offering, weWe have entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships that will provide for the payment by the corporate taxpayers to such parties of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the corporate taxpayers realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of the corporate taxpayers and not of Carlyle Holdings. While the actual increase in tax basis, as well as the amount and timing of any payments under this agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of our common units at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that as a result of the size of the transfers and increases in the tax basis of the tangible and intangible assets of Carlyle Holdings, the payments that we may make under the tax receivable agreement will be substantial. The payments under
See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information related to our tax receivable agreement are not conditioned upon these parties’ continued ownershipagreement.
Contingent Obligations (Giveback)
Carried interest is ultimately realized when: (1) an underlying investment is profitably disposed of, us. In(2) certain costs borne by the event that The Carlyle Group L.P. or any of its wholly owned subsidiaries that are not treated as corporations for U.S. federal income tax purposes become taxable as a corporation for U.S. federal income tax purposes, these entities will also be obligated to make payments under the tax receivable agreement on the same basis and to the same extent as the corporate taxpayers.
The tax receivable agreement provides that upon certain changes of control, or if, at any time, the corporate taxpayers elect an early termination of the tax receivable agreement, the corporate taxpayers’ obligations under the tax receivable agreement (with respect to all Carlyle Holdings partnership units whether or not previously exchanged) would be calculated by reference to the value of all future payments that the counterparties wouldlimited partner investors have been entitled to receive underreimbursed, (3) the tax receivable agreement using certain valuation assumptions, including that the corporate taxpayers’ will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and, in the case of an early termination election, that any Carlyle Holdings partnership units that have not been exchangedfund's cumulative returns are deemed exchanged for the market value of the common units at the time of termination. In addition, the counterparties will not reimburse us for any payments previously made under the tax receivable agreement if such tax basis increase is successfully challenged by the IRS. The corporate taxpayers’ ability to achieve benefits from any tax basis increase, and the payments to be made under this agreement, will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the tax receivable agreement, payments under the tax receivable agreement could be in excess of the corporate taxpayers’ actual cash tax savings.
Contingent Obligations (Giveback)
An accrual for potential repaymentpreferred return and (4) we have decided to collect carry rather than return additional capital to limited partner investors. Realized carried interest may be required to be returned by us in future periods if the funds' investment values decline below certain levels. When the fair value of a fund's investments remains constant or falls below certain return hurdles, previously receivedrecognized performance fees of $104.4 million at December 31, 2014 ($113.4 million before $9.0 million is eliminatedare reversed.
See Note 9 to the consolidated financial statements included in the consolidation of Consolidated Funds) is shown as accrued giveback obligationsthis Annual Report on our consolidated balance sheet, representing the giveback obligation that would need to be paid if the funds were liquidated at their current fair values at December 31, 2014. However, the ultimate giveback obligation, if any, does not arise until the end of a fund’s life. We have recorded $27.7 million of unbilled receivables from former and current employees and our individual senior Carlyle professionals as of December 31, 2014Form 10-K for additional information related to givebackour contingent obligations which are included in due from affiliates and other receivables, net in our consolidated balance sheet as of such date.(giveback).
If, as of December 31, 2014, all of the investments held by our funds were deemed worthless, the amount of realized and distributed carried interest subject to potential giveback would be $1.4 billion, on an after-tax basis where applicable.
Our senior Carlyle professionals and employees who have received carried interest distributions are severally responsible for funding their proportionate share of any giveback obligations. However, the governing agreements of certain of our funds provide that to the extent a current or former employee from such funds does not fund his or her respective share, then we may have to fund additional amounts beyond what we received in carried interest, although we will generally retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obligations.
Contingencies
In the ordinary course of business, we are a party to litigation, investigations, disputes and other potential claims. Certain of these matters are described below. We are not currently able to estimate the reasonably possible amount of loss or range of loss for the matters that have not been resolved. We do not believe it is probable that the outcome of any existing litigation, investigations, disputes or other potential claims will materially affect us. We believe that these matters described below are without merit and intend to vigorously contest all allegations for the matters that have not been resolved.
On February 14, 2008, a private class-action lawsuit challenging “club” bids and other alleged anti-competitive business practices was filed in the U.S. District Court for the District of Massachusetts (Police and Fire Retirement System of the City of Detroit v. Apollo Global Management, LLC, later renamed Kirk Dahl v. Bain Capital Partners LLC). The complaint alleges, among other things, that certain global alternative asset firms, including the Partnership, violated Section 1 of the Sherman Act by forming multi-sponsor consortiums for the purpose of bidding collectively in company buyout transactions in certain going private transactions and agreeing not to submit topping bids once a consortium has announced a signed deal, which the plaintiffs allege constitutes a “conspiracy in restraint of trade.” To avoid the risk and cost associated with continuing the litigation through trial, we entered into an agreement with plaintiffs on August 29, 2014 to settle all claims against us without any admission of liability. All of our codefendants also reached settlement agreements with plaintiffs. The Court granted preliminary approval of all the defendants' settlements, including Carlyle's, on September 29, 2014. A hearing on final approval of the settlements was held on February 11, 2015 and we are awaiting the Court's ruling. Carlyle Partners IV, L.P. (“CP IV”) and its affiliates will bear the costs of the settlement not covered by insurance. As a result, our performance fees from CP IV were reduced by $19.3 million.
Along with many other companies and individuals in the financial sector, Carlyle and Carlyle Mezzanine Partners, L.P. (“CMP”) are named as defendants in Foy v. Austin Capital, a case filed in June 2009, pending in the State of New Mexico’s First Judicial District Court, County of Santa Fe, which purports to be a qui tam suit on behalf of the State of New Mexico. The suit alleges that investment decisions by New Mexico public investment funds were improperly influenced by campaign contributions and payments to politically connected placement agents. The plaintiffs seek, among other things, actual damages, actual damages for lost income, rescission of the investment transactions described in the complaint and disgorgement of all fees received. In May 2011, the Attorney General of New Mexico moved to dismiss certain defendants including Carlyle and CMP on the grounds that separate civil litigation by the Attorney General is a more effective means to seek recovery for the State from these defendants. The Attorney General has brought two civil actions against certain of those defendants, not including the Carlyle defendants. The Attorney General has stated that its investigation is continuing and it may bring additional civil actions.
Carlyle Capital Corporation Limited (“CCC”) was a fund sponsored by Carlyle that invested in AAA-rated residential mortgage backed securities on a highly leveraged basis. In March of 2008, amidst turmoil throughout the mortgage markets and money markets, CCC filed for insolvency protection in Guernsey. Several different lawsuits, described below, developed from the CCC insolvency. Some of these lawsuits were dismissed, but two remain, which are described below.
First, in November 2009, another CCC investor, National Industries Group (Holding) (“National Industries”) instituted legal proceedings on similar grounds in Kuwait’s Court of First Instance (National Industries Group v. Carlyle Group ) seeking to recover losses incurred in connection with an investment in CCC. In July 2011, the Delaware Court of Chancery issued a decision restraining National Industries from proceeding in Kuwait on any CCC-related claims based on the forum selection clause in National Industries’ subscription agreement, which provided for exclusive jurisdiction in the Delaware courts. In September 2011, National Industries reissued its complaint in Kuwait naming CCC only, and reissued its complaint in January 2012 joining Carlyle Investment Management, L.L.C. as a defendant. In April 2013, the court in Kuwait dismissed National Industries’ claim without prejudice for failure to serve process. Hearings in the case and related to the case have nevertheless taken place on several occasions since that time, most recently in September 2013. Meanwhile, in August 2012, National Industries had filed a motion to vacate the Delaware Court of Chancery’s decision. Carlyle successfully opposed that motion and the Court’s injunction remained in effect. In November 2012, National Industries appealed that decision to the Delaware Supreme Court. On May 29, 2013, the Delaware Supreme Court affirmed the Chancery Court’s decision and upheld the 2011 injunction barring National Industries from filing or prosecuting any CCC-related action in any forum other than the courts of Delaware.
Second, the Guernsey liquidators who took control of CCC in March 2008 filed four suits on July 7, 2010 against Carlyle, certain of its affiliates and the former directors of CCC in the Delaware Chancery Court, the Royal Court of Guernsey, the Superior Court of the District of Columbia and the Supreme Court of New York, New York County (Carlyle Capital Corporation Limited v. Conway et al.) seeking $1.0 billion in damages. They allege that Carlyle and the CCC board of directors were negligent, grossly negligent or willfully mismanaged the CCC investment program and breached certain fiduciary duties
allegedly owed to CCC and its shareholders. The liquidators further allege (among other things) that the directors and Carlyle put the interests of Carlyle ahead of the interests of CCC and its shareholders and gave priority to preserving and enhancing Carlyle’s reputation and its “brand” over the best interests of CCC. In July 2011, the Royal Court of Guernsey held that the case should be litigated in Delaware pursuant to the exclusive jurisdiction clause in the investment management agreement. That ruling was appealed by the liquidators, and in February 2012 was reversed by the Guernsey Court of Appeal, which held that the case should proceed in Guernsey. Defendants’ attempts to appeal to the Privy Council were unsuccessful and the plaintiffs’ case is proceeding in Guernsey. Two claims in that case, which sought the return of certain documents and other property purportedly belonging to CCC, were resolved by agreement of the parties and order of the Royal Court of Guernsey in December 2012. Carlyle has now completed its document production pursuant to that order. On July 24, 2013, plaintiffs filed an amended complaint, which contained further detail in support of the existing claims but no new defendants or claims. On December 20, 2013, defendants filed a defense to the amended complaint and on September 30, 2014 plaintiffs filed their reply. The Court has set the case schedule and trial is scheduled for the first available date after February 1, 2016. In addition, the liquidators’ lawsuit in Delaware was dismissed without prejudice in 2010 and their lawsuits in New York and the District of Columbia were dismissed in December 2011 without prejudice.
It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of damages. Based on information known by management, management has not concluded that as of the date of this filing the final resolutions of the matters above will have a material effect upon the Partnership’s consolidated financial statements. However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on our financial results in any particular period.
Other Contingencies
From 2007In the ordinary course of business, we are a party to 2009, a Luxembourg subsidiarylitigation, investigations, inquiries, employment-related matters, disputes and other potential claims. We discuss certain of CEREP I, a real estate fund, received proceeds from the sale of real estate located in Paris, France. The relevant French tax authorities have asserted that CEREP I was ineligible to claim certain exemptions from French tax under the Luxembourg-French tax treaty, and have issued a tax assessment seeking to collect approximately €97.0 million, consisting of taxes, interest and penalties. Additionally, the French Ministry of Justice has commenced an investigation regarding the legality under French law of claiming the exemptions under the tax treaty.
CEREP I and its subsidiaries are contesting the French tax assessment. An income tax hearing on these matters will be held on March 11, 2015 in front of the Administrative Court of Paris. In July 2012, we provided a guaranteeNote 9 to the French tax authorities as credit support for the €45.7 million tax assessment and in October 2012, placed an additional €4.4 million in escrow, in each case, related to CEREP I. We expect to incur costs on behalf of CEREP I and its related entities. We will attempt to recover any amounts advanced or paid from proceeds of subsequent portfolio dispositions by CEREP I. The amount of any unrecoverable costs that may be incurred by us is not estimable at this time. Commencing with the issuance of the credit support on behalf of CEREP I in July 2012, we consolidated the fund into our consolidated financial statements. As of December 31, 2014, CEREP I had accrued €75.0 million ($90.8 million as of December 31, 2014) related to this contingency, which isstatements included in other liabilities of Consolidated Funds in our consolidated financial statements.this Annual Report on Form 10-K.
Carlyle Common Units and Carlyle Holdings Partnership Units
A rollforwardRollforwards of the outstanding Carlyle Holdings partnershipGroup L.P. common units from December 31, 2013 through December 31, 2014 is as follows:
|
| | | | | | | | | | | | | | |
| | Units as of December 31, 2013 | | Units Issued | | Units Forfeited | | Units Exchanged | | Units as of December 31, 2014 |
| Carlyle Holdings partnership units held by the Partnership | 48,605,870 |
| | 9,033,879 |
| | — |
| | 9,389,293 |
| | 67,029,042 |
|
| Carlyle Holdings partnership units not held by the Partnership | 262,164,851 |
| | 516,526 |
| | (2,096,789 | ) | | (9,389,293 | ) | | 251,195,295 |
|
| Total Carlyle Holdings partnership units | 310,770,721 |
| | 9,550,405 |
| | (2,096,789 | ) | | — |
| | 318,224,337 |
|
Theand Carlyle Holdings partnership units issued tofor the Partnershipyears ended December 31, 2017 and 2016 are as follows:
|
| | | | | | | | | | | | | | | | | |
| Units as of
December 31,
2016 |
| Units Issued - DRUs |
| Units
Forfeited |
| Units
Exchanged |
| Units
Repurchased / Retired |
| Units as of
December 31,
2017 |
| The Carlyle Group L.P. common units | 84,610,951 |
|
| 8,907,265 |
|
| — |
|
| 6,596,624 |
|
| (14,190 | ) |
| 100,100,650 |
|
| Carlyle Holdings partnership units | 241,847,796 |
|
| — |
|
| (437,314 | ) |
| (6,596,624 | ) |
| — |
|
| 234,813,858 |
|
| Total | 326,458,747 |
|
| 8,907,265 |
|
| (437,314 | ) |
| — |
|
| (14,190 | ) |
| 334,914,508 |
|
|
| | | | | | | | | | | | | | | | | |
| | Units as of December 31, 2015 | | Units Issued - DRUs | | Units Forfeited | | Units Exchanged | | Units Repurchased / Retired | | Units as of December 31, 2016 |
| The Carlyle Group L.P. common units | 80,408,702 |
| | 6,860,931 |
| | — |
| | 923,017 |
| | (3,581,699 | ) | | 84,610,951 |
|
| Carlyle Holdings partnership units | 243,619,604 |
| | — |
| | (748,791 | ) | | (923,017 | ) | | (100,000 | ) | | 241,847,796 |
|
| Total | 324,028,306 |
| | 6,860,931 |
| | (748,791 | ) | | — |
| | (3,681,699 | ) | | 326,458,747 |
|
The Carlyle Group L.P. common units issued during the period from December 31, 20132016 through December 31, 2014 related to: (i) the Partnership using the net cash proceeds from the issuance of 4,500,000 common units in March 20142017 relate to acquire 4,500,000 newly issued Carlyle Holdings partnership units, (ii) the vesting of the Partnership'sPartnership’s deferred
restricted common units during the year ended December 31, 2014, (iii) the acquisition of DGAM in February 2014, (iv) the satisfaction of certain performance-vesting contingent consideration arrangements related to our acquisition of Metropolitan, and (iv) the acquisition by the Partnership of 15,5662017. Further, The Carlyle Holdings partnership units upon the vesting of certain of the Partnership'sGroup L.P. common units associated within the acquisition of the remaining 40% equity interest in AlpInvest in August 2013. Further,table above includes 7,782 common units that the Partnership is expected to acquire an additional 731,970from Carlyle Holdings partnership units in future periods upon the vesting of certain of the Partnership’s unvested common units associated with the acquisition of the remaining 40% equity interest in AlpInvest.AlpInvest in August 2013.
The Carlyle Holdings partnership units issued to other limited partners during the period from December 31, 2013 through December 31, 2014 were issued to the sellers of Claren Road and Metropolitan as a result of the satisfaction of certain performance-vesting contingent consideration arrangements related to the acquisitions of Claren Road and Metropolitan. The Carlyle Holdings partnership units forfeited during the period from December 31, 20132016 through December 31, 20142017 primarily relate to unvested Carlyle Holdings partnership units that were forfeited when the holder ceased to provide services to the Partnership.
The Carlyle Holdings partnership units exchanged relate primarily to the Partnership's useexchange of the net cash proceeds from the issuance of 9,300,000 common units in March 2014 to acquire 9,300,000 Carlyle Holdings partnership units from the otherheld by NGP and certain limited partners for common units on a one-for-one basis. Beginning with the second quarter of 2017, senior Carlyle professionals can exchange their Carlyle Holdings partnership units for common units on a quarterly basis, subject to the terms of the Exchange Agreement. We intend to facilitate an orderly exchange process to seek to minimize the impact on the trading price of our common units. During 2017, senior Carlyle professionals exchanged approximately 6.4 million of their Carlyle Holdings partnership units for common units.
The Carlyle Group L.P. common units repurchased during the period from December 31, 2016 through December 31, 2017 relate to units repurchased and subsequently retired as part of our unit repurchase program that was initiated in February 2016.
The total units as of December 31, 2017 as shown above exclude approximately 0.4 million common units in connection with the vesting of deferred restricted common units subsequent to December 31, 2017 that will participate in the unitholder distribution that will be paid in February 2018.
The Carlyle Group L.P. common units issued during the period from December 31, 2015 through December 31, 2016 relate to the vesting of the Partnership’s deferred restricted common units during the year ended December 31, 2016. Further, The Carlyle Group L.P. common units in the table above includes 38,911 common units that the Partnership is expected to acquire from Carlyle Holdings in future periods upon the vesting of certain of the Partnership’s unvested common units associated with the acquisition of the remaining 40% equity interest in AlpInvest in August 2013.
The Carlyle Holdings partnership units forfeited during the period from December 31, 2015 through December 31, 2016 primarily relate to unvested Carlyle Holdings partnership units that were forfeited when the holder ceased to provide services to the Partnership.
The Carlyle Holdings partnership units exchanged relate to the exchange of Carlyle Holdings.Holdings partnership units held by NGP and certain limited partners for common units on a one-for-one basis.
The Carlyle Group L.P. common units and Carlyle Holdings partnership units repurchased during the period from December 31, 2015 through December 31, 2016 relate to units repurchased and subsequently retired as part of our unit repurchase program that was initiated in February 2016.
The total units as of December 31, 2016 as shown above exclude approximately 1.1 million common units in connection with the vesting of deferred restricted common units subsequent to December 31, 2016 that participated in the unitholder distribution that was paid in March 2017 and include 11,490 common units repurchased that were pending settlement as of December 31, 2016.
Critical Accounting Policies
Principles of Consolidation. Our policyThe Partnership consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”). The Partnership describes the policies and procedures it uses in evaluating whether an entity is consolidated in Note 2 to consolidatethe consolidated financial statements included in
this Annual Report on Form 10-K. As part of its consolidation procedures, the Partnership evaluates: (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Partnership's involvement would make it the primary beneficiary.
In evaluating whether the Partnership holds a variable interest, fees (including management fees and performance fees) that are customary and commensurate with the level of services provided, and where the Partnership does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Partnership considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest.
For those entities inwhere the Partnership holds a variable interest, the Partnership determines whether each of these entities qualifies as a VIE and, if so, whether or not the Partnership is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which werequires judgment. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have control overa significant operating, financing or investing decisionseffect on the economic performance of the entity. All significant inter-entity transactionsentity, (c) determining whether two or more parties' equity interests should be aggregated, and balances(d) determining whether the equity investors have been eliminated.proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be variable interest entities (“VIEs”), we consolidateVIEs, the Partnership consolidates those entities where we are deemed to beit has concluded it is the primary beneficiary. Where VIEs have not qualified for the deferral of the revised consolidation guidance as described in Note 2 to our consolidated financial statements, an enterprise is determined to be theThe primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as the variable interest holder with (a) the power to direct the activities of a variable interest entityVIE that most significantly impact’simpact the entity’s economic financial performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The revised consolidation guidance requires analysis to (a) determineIn evaluating whether anthe Partnership is the primary beneficiary, the Partnership evaluates its economic interests in the entity in which Carlyle holds a variable interest is a VIE, and (b) whether Carlyle’s involvement, through holding interestsheld either directly or indirectly by the Partnership.
Changes to these judgments could result in a change in the consolidation conclusion for a legal entity.
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity or contractuallymodel, the Partnership consolidates those entities it controls through other variable interests (e.g., management and performance related fees), would give it a controlling financial interest. Performance of that analysis requires judgment. Our involvement with entities that have been subject to the revised consolidation guidance has generally been limited to our CLOs, the acquisitions of Claren Road, AlpInvest, ESG, Vermillion, Metropolitan, DGAM, our investment in NGP Management, and our investments in Urbplan.
Where VIEs have qualified for the deferral of the revised consolidation guidance, the analysis is based on previously existing consolidation guidance pursuant to U.S. GAAP. Generally, with the exception of the CLOs, our funds qualify for the deferral of the revised consolidation rules under which the primary beneficiary is the entity that absorbs a majority of the expected losses of the VIE or a majority of the expected residual returns of the VIE, or both. We determine whether we are the primary beneficiary at the time we first become involved with a VIE and subsequently reconsider that we are the primary beneficiary based on certain events. The evaluation of whether a fund is a VIE is subject to the requirements of ASC 810-10, originally issued as FASB Interpretation No. 46(R), and the determination of whether we should consolidate such VIE requires judgment. These judgments include whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support; evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity; determining whether two or more parties’ equity interests should be aggregated; determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity; evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE; and estimating cash flows in evaluating which member within the equity group absorbs a majority of the expected losses and hence would be deemed the primary beneficiary. For example, commencing with our issuance of credit support in connection with a potential tax liability of CEREP I, our first European real estate fund, in July 2012, CEREP I became a VIE and we concluded that we were its primary beneficiary. Accordingly, as of that date, we began to consolidate CEREP I into our consolidated financial statements.
For all Carlyle funds and co-investment entities (collectively the “funds”) that are not determined to be VIEs, we consolidate those funds where, as the sole general partner, we have not overcome the presumption of control pursuant to U.S. GAAP. Most Carlyle funds provide a dissolution right upon a simple majority vote of the non-Carlyle affiliated limited partners such that the presumption of control by us is overcome. Accordingly, these funds are not consolidated in our consolidated financial statements.
The assets of the Consolidated Funds are classified principally within investments of Consolidated Funds; the liabilities of the Consolidate Funds are classified principally within loan payable of Consolidated Funds. The assets and liabilities of the Consolidated Funds are generally within separate legal entities. Therefore, the liabilities of the Consolidated Funds are non-recourse to us and our general creditors.interest.
Performance Fees. Performance fees consist principally of the special residual allocation of profits to which we are entitled, commonly referred to as carried interest, from certain of our investmentthe funds to which we refer tothe Partnership is entitled (commonly known as the “carry funds”carried interest). We areThe Partnership is generally entitled to a 20% allocation (or 10% to 20% on external coinvestment vehicles, with some earning no carried interest, or approximately 2% to 10% in the case of most of our fund of funds vehicles)(which can vary by fund) of the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally 8% to 9% and the return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). Carried interest revenue, which is a componentultimately realized when: (i) an underlying investment is profitably disposed of, performance fees(ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in our consolidated financial statements,excess of the preferred return and (iv) the Partnership has decided to collect carry rather than return additional capital to limited partner investors.
While carried interest is recognized by us upon appreciation of the valuation of our funds’ investmentsinvestment values above certain return hurdles set forth in each respective partnership agreement, and isthe Partnership recognizes revenues attributable to performance fees based onupon the amount that would be due to us pursuant to the fund partnership agreement at each period end as if the funds were liquidatedterminated at suchthat date. Accordingly, the amount of carried interest recognized as performance fees reflects ourthe Partnership’s share of the fair value gains and losses of the associated funds’ underlying investments measured at their then-current fair values. As a result,values relative to the performance fees earned in an applicable reporting period are not indicativefair values as of any futurethe end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
Carried interest is ultimately realized and distributed when: (i) an underlying investment is profitably disposed If, at December 31, 2017, all of (ii) certain costs bornethe investments held by the limited partner investors have been reimbursed, (iii)Partnership's funds were deemed worthless, a possibility that management views as remote, the investment fund’s cumulative returns are in excessamount of the preferred return and (iv) we have decided to collect carry rather than return additional capital to limited partner investors. Our decision to realize carry considers such factors as the level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to the limited partner investors, and the length of time the fund has been in carry, as well as other qualitative measures.
Realized carried interest may be clawed-back or given back to the fund if the fund's investment values decline below certain return hurdles, which vary from fund to fund. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance fees are reversed. In all cases, each investment fund is considered separately in evaluating carried interest and potential giveback obligations. For any given period, carried interest income could thus be negative; however, cumulative performance fees can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments at their then-current fair values, previously recognizedrealized and distributed carried interest subject to potential giveback would be required$0.7 billion, on an after-tax basis where applicable.
See Note 2 to be returned, a liability is established for the potential giveback obligation. Senior Carlyle professionals and employees who have received distributions of carried interest which are ultimately returned are contractually obligated to reimburse us for the amount returned. We record a receivable from current and former employees and our current and former senior Carlyle professionals for their individual portion of any giveback obligation that we establish. These receivables are included in due from affiliates and other receivables, net in our consolidated balance sheets.
The timing of receipt of carried interest in respect of investments of our carry funds is dictated by the terms of the partnership agreements that govern such funds, which generally allow for carried interest distributions in respect of an investment upon a realization event after satisfaction of obligations relating to the return of capital, any realized losses, applicable fees and expenses and the applicable annual preferred limited partner return. Distributions to eligible senior Carlyle professionals in respect of such carried interest are generally made shortly thereafter. The giveback obligation, if any, in respect of previously realized carried interest is generally determined and due upon the winding up or liquidation of a carry fund pursuant to the terms of the fund’s partnership agreement.
In addition to the carried interest from our carry funds, we are also entitled to receive incentive fees or allocations from certain of our Global Market Strategies funds when the return on assets under management exceeds previous calendar-year ending or date-of-investment high-water marks. Our hedge funds generally pay annual incentive fees or allocations equal to 20% of the fund’s profits for the year, subject to a high-water mark. The high-water mark is the highest historical net asset value attributable to a fund investor’s account on which incentive fees were paid and means that we will not earn incentive fees with respect to such fund investor for a year if the net asset value of such investor’s account at the end of the year is lower that year than any prior year net asset value or the net asset value at the date of such fund investor’s investment, generally excluding any contributions and redemptions for purposes of calculating net asset value. In these arrangements, incentive fees are recognized when the performance benchmark has been achieved has been achieved based on the hedge funds’ then-current fair value. These incentive fees are a component of performance fees in our consolidated financial statements included in this Annual Report on Form 10-K for information related to performance fee allocations for various fund types, preferred return hurdle rates, the timing of performance fee revenue recognition, and are treated as accrued until paid to us.the potential for performance fee revenue reversal.
Performance Fees due to Employees and Advisors.Fee Related Compensation. We have allocated aA portion of the performance fees earned is due to us to our employees and advisors.advisors of the Partnership. These amounts are accounted for as compensation expense in conjunction with the recognition of the related
performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Upon anyAccordingly, upon a reversal of performance fee revenue, the related compensation expense, if any, is also reversed.
Income Taxes. For periods prior toCertain of the reorganization and initial public offering in May 2012, no provision was made for U.S. federal income taxes inwholly-owned subsidiaries of the consolidated financial statements since the profits and losses were allocated to the senior Carlyle professionals who were individually responsible for reporting such amounts. During those periods, based on applicable foreign, state and local tax laws, a provision for income taxes was recorded for certain entities.
For periods subsequent to the reorganization and initial public offering in May 2012, certain of our wholly-owned subsidiariesPartnership and the Carlyle Holdings partnerships are subject to federal, state, local and foreign corporate income taxes at the entity level and the related tax provision attributable to ourthe Partnership’s share of this income is reflected in the consolidated financial statements. Based on applicable federal, foreign, state and local tax laws, we recordthe Partnership records a provision for income taxes for certain entities. Tax positions taken by usthe Partnership are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities.
We useThe Partnership accounts for income taxes using the asset and liability method, which requires the recognition of accounting for deferred income taxes pursuant to U.S. GAAP. Under this method, deferred tax assets and liabilities are recognized for the expected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change.change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards.carry forwards. A valuation allowance is recorded on ourthe Partnership’s gross deferred tax assets when it is “moremore likely than not”not that such asset will not be realized. When evaluating the realizability of ourthe Partnership’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
The Partnership has approximately $170 million of deferred tax assets as of December 31, 2017. Changes in judgment as it relates to the realizability of these assets, as well as potential changes in corporate tax rates would have the effect of significantly reducing the value of the deferred tax assets. On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction takes effect on January 1, 2018. As a result of the reduction of the federal corporate income tax rate, the Partnership revalued its deferred tax assets and liabilities as of December 31, 2017 using the newly enacted rate. The revaluation resulted in the recognition of additional provision for income taxes of approximately $113.0 million. In addition, the Partnership's tax receivable agreement liability was reduced by approximately $71.5 million due to the reduction in the federal corporate income tax rate.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “moremore likely than not”not to be sustained upon examination. We analyze ourThe Partnership analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where we areit is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, we determinethe Partnership determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the consolidated financial statements. We recognizeThe Partnership recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Fair Value Measurement. U.S. GAAP establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I — inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. We doThe Partnership does not adjust the quoted price for these instruments, even in situations where we holdthe Partnership holds a large position and a sale could reasonably impact the quoted price.
Level II — inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than
active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Investments in hedge funds are classified in this category when their net asset value is redeemable without significant restriction.
Level III — inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately-held
entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs. Investments in fund of funds are generally included in this category.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. OurThe Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment valuations pursuant to the policies, methodologies and templates prepared by our valuation group, which is a team made up of dedicated valuation professionals reporting to our chief financial officer. The valuation group is responsible for maintaining our valuation policy and related guidance, templates and systems that are designed to be consistent with the guidance found in US GAAP. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees which are comprised of the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review and approval by the global valuation committee, which is comprised of our co-chief executive officers, co-presidents and co-chief operating officers, chief risk officer, chief financial officer, chief accounting officer, deputy chief investment officer, the business segment heads, and observed by the chief compliance officer, the director of internal audit, and our audit committee. Additionally, each quarter a sample of valuations are reviewed by external valuation firms.
In the absence of observable market prices, we value ourthe Partnership values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. OurManagement's determination of fair value is then based on the best information available in the circumstances and may incorporate ourmanagement's own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described below:
Private Equity and Real Estate Investments — The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies or sales of comparable assets, and other measures which, in many cases, are unaudited at the time received. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rate (“cap rate”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., applying a key performance metric of the investment such as EBITDA or net operating income to a relevant valuation multiple or cap rate observed in the range of comparable companies or transactions), adjusted by us for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar models. Adjustments to observable valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for differences in size, profitability, projected growth rates, geography and capital structure if applicable. The adjustments are reviewed with each subsequent valuation to assess how the investment has evolved relativeNote 4 to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development milestones which are also taken into accountconsolidated financial statements included in the valuation assessment. Option pricing models and similar tools do not currently drive a significant portion of private equity or real estate valuations and are used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.
Credit-Oriented Investments — The fair values of credit-oriented investments are generally determinedthis Annual Report on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the fair values are generally determined by
valuations of comparable investments. In some instances, we may utilize other valuation techniques, including the discounted cash flow method.
CLO Investments and CLO Loans Payable — We have elected the fair value option to measure the loans payable of the CLOs at fair value, as we have determined that measurement of the loans payable issued by the CLOs at fair value better correlates with the value of the assets held by the CLOs, which are held to provide the cash flows for the note obligations. The investments of the CLOs are also carried at fair value.
The fair values of the CLO loan and bond assets are primarily based on quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable, the assets are valued based on similar securities, market index changes, and other factors. We corroborate quotations from pricing services either with other available pricing data or with our own models. Generally, the loan and bond assets of the CLOs are not actively traded and are classified as Level III.
The fair values of the CLO loans payable and the CLO structured asset positions are determined based on both discounted cash flow analyses and third-party quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third-party financing environment, reinvestment rates, recovery lags, discount rates, and default forecasts and are compared to broker quotations from market makers and third party dealers.
Net income from our consolidated CLOs resulting from underlying investment performance is substantially attributable to the investors in the CLOs and accordingly is reflected in non- controlling interests. A 10% change in value of the CLO investments (approximately $16.1 billion as of December 31, 2014) coupled with a correlated 10% change in value of the loans payable of the CLOs (approximately $16.1 billion as of December 31, 2014) will result in no material net income or loss to the non-controlling interests. However, if the investments in the CLOs change in value in an uncorrelated manner with the CLO liabilities, then the impact on net income attributable to non-controlling interests could be significant. Regardless, the impact on net income attributable to the Partnership is not significant.
Loans Payable of a Consolidated Real Estate VIE – We have elected the fair value option to measure the loans payable of a consolidated real estate VIE at fair value. The fair values of the loans are primarily based on discounted cash flows analyses, which consider the liquidity and current financial condition of the consolidated real estate VIE. These loans are classified as Level III.
Fund Investments — Our investments in external funds are valued based on our proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which is typically a lag of up to 90 days. The terms of the investments generally preclude the ability to redeem the investment. Distributions from these investments will be received as the underlying assets in the funds are liquidated, the timing of which cannot be readily determined.
Investments include (i) our ownership interests (typically general partner interest) in the funds, (ii) the investments held by the Consolidated Funds, (iii) strategic investments made by us, and (iv) certain credit-oriented investments. The valuation procedures utilized for investments of the funds vary depending on the nature of the investment. The fair value of investments in publicly traded securities is based on the closing price of the security with adjustments to reflect appropriate discounts if the securities are subject to restrictions. Upon the sale of a security, the realized net gain or loss is computed on a weighted average cost basis.Form 10-K.
The valuation methodologies described above can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees. Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values significantly lower than the values at which investments have been reflected in prior fund net asset values would result in reduced earnings or losses for the applicable fund, the loss of potential carried interest and incentive fees and in the case of our hedge funds, management fees. Changes in values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations that we report from period to period. Also, a situation where asset values turn out to be materially different than values reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in raising additional funds. See “Risk Factors — Risks Related to Our Company — Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees.”
Equity-Method Investments. We accountThe Partnership accounts for our investments, which include our fundall investments in Corporate Private Equity, Global Market Strategies and Real Assets, typically general partner interests, and itswhich it has or is otherwise presumed to have significant influence, including investments in NGP Management (included within Real Assets), which are not consolidated,the unconsolidated funds and strategic investments, using the equity method of accounting. The carrying value of equity-
methodequity-method investments is determined based on amounts invested by us,the Partnership, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreement, less distributions received. Equity-method investment income includes the related amortization of the basis difference between our carrying value of our investment and our share of underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by us to employees of the equity method investee. We evaluate ourThe Partnership evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Compensation and Distributions Payable to Carlyle Partners. For periods prior to the reorganization and initial public offering in May 2012, compensation attributable to our senior Carlyle professionals was accounted for as distributions from equity rather than as employee compensation. For those periods, we recognized a distribution from capital and distribution payable to our individual senior Carlyle professionals when services were rendered and carried interest allocations were earned. Any unpaid distributions, which reflected our obligation to those senior Carlyle professionals, were presented as due to senior Carlyle professionals in our consolidated balance sheet. Subsequent to the reorganization and initial public offering, we account for compensation attributable to our senior Carlyle professionals as compensation expense in our consolidated statement of operations, and the liability for all compensatory amounts owed to these Carlyle individuals is included in accrued compensation and benefits on our consolidated balance sheet.
Equity-based Compensation. Compensation expense relating to the issuance of equity-based awards to ourCarlyle employees is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards that are not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Upon the end of the service period, compensation expense is adjusted to account for the actual forfeiture rate. The compensation expense for awards that do not require future service is recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses. The expense associated with the deferred restricted common units we granted to NGP personnel are recognized as a reduction of our investment income in NGP. The grant-date fair value of equity-based awards granted to ourCarlyle’s non-employee directors is expensed on a straight-line basis over the vesting period. The cost of services received in exchange for an equity-based award issued to consultantsnon-employees who are not directors is measured at each vesting date, and is not measured based on the grant-date fair value of the award unless the
award is vested at the grant date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period, adjusted for estimated forfeitures of awards that are not expected to vest, based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. Accordingly, the measured value of the award will not be finalized until the vesting date.
In determining the aggregate fair value of any award grants, we make judgments, among others, as to the grant-date fair value and, until January 1, 2017, estimated forfeiture rates. Each of these elements, particularly the forfeiture assumptions used in valuing our equity awards, are subject to significant judgment and variability and the impact of changes in such elements on equity-based compensation expense could be material. The Partnership adopted ASU 2016-9, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting on January 1, 2017. Upon adoption, the Partnership elected to recognize equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction is compensation expense is determined based on the specific awards forfeited during that period.
Intangible Assets and Goodwill. OurThe Partnership’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their estimated useful lives, which range from five to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Partnership’s intangible assets include acquired contractual rights for fee income related to open-ended funds. Open-ended funds are subject to redemptions on a quarterly or more frequent basis and investors can generally decide to exit their fund investments at any time. The resulting inherent volatility in fee income derived from these contractual rights increases the degree of judgment and estimates used by management in evaluating such intangible assets for impairment. Actual results could differ from management’s estimates and assumptions and such differences could result in a material impairment.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st1 and between annual tests when events and circumstances indicate that impairment may have occurred.
Recent Accounting Pronouncements
We discuss the recent accounting pronouncements in Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.
Although our investment funds share many common themes, each of our alternative asset management asset classes runs its own investment and risk management processes, subject to our overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key investment decisions are subject to approval by both the fund-level managing directors, as well as the investment committee, which is generally comprised of one or more of the three founding partners, one “sector” head, one or more operating executivesadvisors and senior investment professionals associated with that particular fund. Once an investment in a portfolio company has been made, our fund teams closely monitor the performance of the portfolio company, generally through frequent contact with management and the receipt of financial and management reports.
Effect on Fund Management Fees
Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the market value of our investments in the related funds. In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the aggregate fair market value of a fund’s investments is below its cost. Our hedge funds generally pay management fees quarterly that range from 1.5% to 2.0% of NAV per year. Our fund of hedge funds generally pay management fees quarterly that range from 0.2% to 1.5% of NAV. The proportion of our management fees that are based on NAV, primarily hedge funds, is dependent on the number and types of investment funds in existence and the current stage of
each fund’s life cycle. ForIn 2016, we conducted a review of our Global Credit segment in order to realign and reorganize certain of the segment's operations. As a result, we have exited our hedge fund business (ESG in 2016 and Claren Road in January 2017) and, as a result of settlements reached during 2017 with investors in two commodities investment vehicles managed by Vermillion, we have completed the exit of the commodities investment advisory business and other hedge fund investment advisory businesses that we had acquired from 2010 to 2014. Therefore, for the year ended December 31, 2014, approximately 16%2017, an immaterial amount of our fund management fees (20% of our fund management fees inclusive of management fees earned from Consolidated Funds) were based on the NAV of the applicable funds.
Effect on Performance Fees
Performance fees reflect revenue primarily from carried interest on our carry funds and incentive fees from our hedge funds. In our discussion of “Key Financial Measures” and “Critical Accounting Policies”, we disclose that performance fees are recognized upon appreciation of the valuation of our funds’ investments above certain return hurdles and are based upon the amount that would be due to Carlyle at each reporting date as if the funds were liquidated at their then-current fair values. Changes in the fair value of the funds’ investments may materially impact performance fees depending upon the respective funds’ performance to date as compared to its hurdle rate and the related carry waterfall.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 20142017 on our performance fee revenue:
| | | | 10% Increase in Total Remaining Fair Value | | 10% Decrease in Total Remaining Fair Value | 10% Increase in Total Remaining Fair Value | | 10% Decrease in Total Remaining Fair Value |
| | (Dollars in Millions) | (Dollars in Millions) |
| Corporate Private Equity | $ | 634.5 |
| | $ | (467.9 | ) | $ | 734.7 |
| | $ | (602.8 | ) |
| Global Market Strategies | 43.6 |
| | (60.4 | ) | |
| Real Assets | 182.1 |
| | (123.5 | ) | 265.1 |
| | (387.4 | ) |
| Global Credit | | 22.1 |
| | (17.4 | ) |
| Investment Solutions | 182.2 |
| | (117.4 | ) | 131.4 |
| | (91.3 | ) |
| Total | $ | 1,042.4 |
| | $ | (769.2 | ) | $ | 1,153.3 |
| | $ | (1,098.9 | ) |
The following table summarizes the incremental impact of a 10% change in Level III remaining fair value by segment as of December 31, 20142017 on our performance fee revenue:
| | | | 10% Increase in Level III Remaining Fair Value | | 10% Decrease in Level III Remaining Fair Value | 10% Increase in Level III Remaining Fair Value | | 10% Decrease in Level III Remaining Fair Value |
| | (Dollars in Millions) | (Dollars in Millions) |
| Corporate Private Equity | $ | 371.7 |
| | $ | (233.2 | ) | $ | 723.0 |
| | $ | (591.4 | ) |
| Global Market Strategies | 37.2 |
| | (53.4 | ) | |
| Real Assets | 126.4 |
| | (85.6 | ) | 212.5 |
| | (351.5 | ) |
| Global Credit | | 17.9 |
| | (17.0 | ) |
| Investment Solutions | 178.2 |
| | (115.0 | ) | 107.0 |
| | (88.4 | ) |
| Total | $ | 713.5 |
| | $ | (487.2 | ) | $ | 1,060.4 |
| | $ | (1,048.3 | ) |
The effect of the variability in performance fee revenue would be in part offset by performance fee related compensation. See also related disclosure in “Segment Analysis.”
Effect on Assets Under Management
With the exception of our hedge funds and our fund of hedge funds,Generally, our Fee-earning assets under management are generally not affected by changes in valuation. However, total assets under management is impacted by valuation changes to net asset value. The table below shows the net assetremaining fair value included in total assets under management by segment (excluding available capital), and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP:
| | | | Total Assets Under Management, Excluding Available Commitments | | Percentage Amount Classified as Level III Investments | Remaining Fair Value | | Percentage Amount Classified as Level III Investments |
| | (Dollars in Millions) | (Dollars in Millions) |
| Corporate Private Equity | $ | 40,229 |
| | 61 | % | $ | 42,637 |
| | 93 | % |
| Global Market Strategies (1) | $ | 35,229 |
| | 61 | % | |
| Real Assets | $ | 26,581 |
| | 66 | % | $ | 26,376 |
| | 86 | % |
| Global Credit (1) | | $ | 26,365 |
| | 98 | % |
| Investment Solutions | $ | 34,563 |
| | 96 | % | $ | 30,157 |
| | 97 | % |
| |
| (1) | Comprised of approximately $18.5$20.2 billion (100% Level III Investments) in our structured credit/other structured products funds, $13.4$3.9 billion (0% Level III Investments) in our hedge funds, $2.5 billion (89%(87% Level III Investments) in our carry funds, $0.9and $2.3 billion (97%(95% Level III Investments) in our business development companies, and $0.1 billion (0% Level III Investments) in our mutual fund.companies. |
Exchange Rate Risk
Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Non-U.S. dollar denominated assets and liabilities are translated at year-end rates of exchange, and the consolidated statements of operations accounts are translated at rates of exchange in effect throughout the year. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. We estimate that as of December 31, 2014,2017, if the U.S. dollar strengthened 10% against all foreign currencies, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $28.6$84.2 million, (b) performance fees would decrease by $84.8$48.4 million and (c) investment lossincome would increase by $4.6$6.7 million.
Interest Rate Risk
We have obligations under our term loan facility, CLO term loans, and an additional term loan that was entered into in October 2013promissory notes that accrue interest at variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows.
We are subject to interest rate risk associated with our variable rate debt financing. To manage this risk, we have an outstanding interest rate swap to fix the base LIBOR interest rate on ourThe term loan under our senior credit facility borrowings with a notional amount of $425.0 million at December 31, 2014 that amortizes through September 30, 2016. In March 2013, we entered into a second interest rate swap with a notional amount of $400.0 million at December 31, 2014 that amortizes through September 30, 2016. The net effect of these interest rate swaps fixes the variable interest rate that we pay on the outstanding term loan facility borrowing ($25.0 million as of December 31, 2014) through September 30, 2016.
The additional term loan entered into during 2013 incurs interest at LIBOR plus an applicate rate. The CLO term loans incur interest at EURIBOR or LIBOR plus an applicable rate. The promissory notes incur interest at the three month LIBOR plus an applicable rate. We do not have any interest rate swaps in place for this borrowing.these borrowings.
Based on our debt obligations payable and our interest rate swaps as of December 31, 2014,2017, we estimate that interest expense relating to variable rates would increase by an immaterial amountapproximately $1.7 million on an annual basis in the event interest rates were to increase by one percentage point.
Credit Risk
Certain of our investment funds hold derivative instruments that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Unitholders of The Carlyle Group L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Carlyle Group L.P. (successor to Carlyle Group), as described in Note 1, (the “Partnership”) as of December 31, 20142017 and 2013,2016, and the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are2017, and the responsibility ofrelated notes (collectively referred to as the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Carlyle Group L.P.the Partnership at December 31, 20142017 and 2013,2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014,2017, in conformity with U.S. generally accepted accounting principles.principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), The Carlyle Group L.P.’sthe Partnership’s internal control over financial reporting as of December 31, 2014,2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 201515, 2018 expressed an unqualified opinion thereon.
Adoption of ASU No. 2015-02
As discussed in Note 2 to the consolidated financial statements, the Partnership changed its evaluation of whether to consolidate certain types of legal entities in 2016 due to the adoption of ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
McLean, Virginia
We have served as the Partnership's auditor since 2002.
Tysons, VA
February 26, 201515, 2018
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Unitholders of The Carlyle Group L.P.
Opinion on Internal Control over Financial Reporting
We have audited The Carlyle Group L.P.’s internal control over financial reporting as of December 31, 2014,2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Carlyle Group L.P.’s (the “Partnership”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of The Carlyle Group L.P. as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 15, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’sManagement's Report on Internal ControlControls Over Financial Reporting. Our responsibility is to express an opinion on the company’sPartnership's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, The Carlyle Group L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Carlyle Group L.P. as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2014 of The Carlyle Group L.P. and our report dated February 26, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
McLean, Virginia
Tysons, VA
February 26, 201515, 2018
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Balance Sheets
(Dollars in millions)
| | | | December 31, | December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| Assets | | | | | | |
| Cash and cash equivalents | $ | 1,242.0 |
| | $ | 966.6 |
| $ | 1,000.1 |
| | $ | 670.9 |
|
| Cash and cash equivalents held at Consolidated Funds | 1,551.1 |
| | 1,402.7 |
| 377.6 |
| | 761.5 |
|
| Restricted cash | 59.7 |
| | 129.9 |
| 28.7 |
| | 13.1 |
|
| Restricted cash and securities of Consolidated Funds | 14.9 |
| | 25.7 |
| |
| Corporate treasury investments | | 376.3 |
| | 190.2 |
|
| Accrued performance fees | 3,795.6 |
| | 3,653.6 |
| 3,670.6 |
| | 2,481.1 |
|
| Investments | 931.6 |
| | 765.3 |
| 1,624.3 |
| | 1,107.0 |
|
| Investments of Consolidated Funds | 26,028.8 |
| | 26,886.4 |
| 4,534.3 |
| | 3,893.7 |
|
| Due from affiliates and other receivables, net | 199.4 |
| | 175.9 |
| 257.1 |
| | 227.2 |
|
| Due from affiliates and other receivables of Consolidated Funds, net | 1,213.2 |
| | 626.2 |
| 50.8 |
| | 29.5 |
|
| Receivables and inventory of a consolidated real estate VIE | 163.9 |
| | 180.4 |
| |
| Receivables and inventory of a real estate VIE | | — |
| | 145.4 |
|
| Fixed assets, net | 75.4 |
| | 68.8 |
| 100.4 |
| | 106.1 |
|
| Deposits and other | 59.2 |
| | 38.5 |
| 54.1 |
| | 39.4 |
|
| Other assets of a consolidated real estate VIE | 86.4 |
| | 60.1 |
| |
| Other assets of a real estate VIE | | — |
| | 31.5 |
|
| Intangible assets, net | 442.1 |
| | 582.8 |
| 35.9 |
| | 42.0 |
|
| Deferred tax assets | 131.0 |
| | 59.4 |
| 170.4 |
| | 234.4 |
|
| Total assets | $ | 35,994.3 |
| | $ | 35,622.3 |
| $ | 12,280.6 |
| | $ | 9,973.0 |
|
| Liabilities and partners’ capital | | | | | | |
| Loans payable | $ | 40.2 |
| | $ | 42.4 |
| |
| 3.875% senior notes due 2023 | 499.9 |
| | 499.8 |
| |
| 5.625% senior notes due 2043 | 606.8 |
| | 398.4 |
| |
| Debt obligations | | $ | 1,573.6 |
| | $ | 1,265.2 |
|
| Loans payable of Consolidated Funds | 16,052.2 |
| | 15,220.7 |
| 4,303.8 |
| | 3,866.3 |
|
| Loans payable of a consolidated real estate VIE at fair value (principal amount of $243.6 million and $305.3 million as of December 31, 2014 and 2013, respectively) | 146.2 |
| | 122.1 |
| |
| Loans payable of a real estate VIE at fair value (principal amount of $144.4 million as of December 31, 2016) | | — |
| | 79.4 |
|
| Accounts payable, accrued expenses and other liabilities | 396.2 |
| | 265.1 |
| 355.1 |
| | 369.8 |
|
| Accrued compensation and benefits | 2,312.5 |
| | 2,253.0 |
| 2,222.6 |
| | 1,661.8 |
|
| Due to affiliates | 184.2 |
| | 403.7 |
| 229.9 |
| | 223.6 |
|
| Deferred revenue | 93.7 |
| | 64.1 |
| 82.1 |
| | 54.0 |
|
| Deferred tax liabilities | 112.2 |
| | 103.6 |
| 75.6 |
| | 76.6 |
|
| Other liabilities of Consolidated Funds | 2,504.9 |
| | 1,382.7 |
| 422.1 |
| | 637.0 |
|
| Other liabilities of a consolidated real estate VIE | 84.9 |
| | 97.7 |
| |
| Other liabilities of a real estate VIE | | — |
| | 124.5 |
|
| Accrued giveback obligations | 104.4 |
| | 39.6 |
| 66.8 |
| | 160.8 |
|
| Total liabilities | 23,138.3 |
| | 20,892.9 |
| 9,331.6 |
| | 8,519.0 |
|
| Commitments and contingencies |
| |
|
| |
|
| Redeemable non-controlling interests in consolidated entities | 3,761.5 |
| | 4,352.0 |
| |
| Partners’ capital (common units, 67,761,012 and 49,353,406 issued and outstanding as of December 31, 2014 and 2013, respectively) | 566.0 |
| | 357.1 |
| |
| Series A preferred units (16,000,000 units issued and outstanding as of December 31, 2017) | | 387.5 |
| | — |
|
| Partners’ capital (common units, 100,100,650 and 84,610,951 issued and outstanding as of December 31, 2017 and 2016, respectively) | | 701.8 |
| | 403.1 |
|
| Accumulated other comprehensive loss | (39.0 | ) | | (11.2 | ) | (72.7 | ) | | (95.2 | ) |
| Partners’ capital appropriated for Consolidated Funds | 184.5 |
| | 463.6 |
| |
| Non-controlling interests in consolidated entities | 6,446.4 |
| | 7,696.6 |
| 404.7 |
| | 277.8 |
|
| Non-controlling interests in Carlyle Holdings | 1,936.6 |
| | 1,871.3 |
| 1,527.7 |
| | 868.3 |
|
| Total partners’ capital | 9,094.5 |
| | 10,377.4 |
| 2,949.0 |
| | 1,454.0 |
|
| Total liabilities and partners’ capital | $ | 35,994.3 |
| | $ | 35,622.3 |
| $ | 12,280.6 |
| | $ | 9,973.0 |
|
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Operations
(Dollars in millions, except unit and per unit data)
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| Revenues | | | | | | | | | | |
| Fund management fees | $ | 1,166.3 |
| | $ | 984.6 |
| | $ | 977.6 |
| $ | 1,026.9 |
| | $ | 1,076.1 |
| | $ | 1,085.2 |
|
| Performance fees | | | | | | | | | | |
| Realized | 1,328.7 |
| | 1,176.7 |
| | 907.5 |
| 1,097.3 |
| | 1,129.5 |
| | 1,441.9 |
|
| Unrealized | 345.7 |
| | 1,198.6 |
| | 133.6 |
| 996.6 |
| | (377.7 | ) | | (617.0 | ) |
| Total performance fees | 1,674.4 |
| | 2,375.3 |
| | 1,041.1 |
| 2,093.9 |
| | 751.8 |
| | 824.9 |
|
| Investment income (loss) | | | | | | | | | | |
| Realized | 23.7 |
| | 14.4 |
| | 16.3 |
| 70.4 |
| | 112.9 |
| | 32.9 |
|
| Unrealized | (30.9 | ) | | 4.4 |
| | 20.1 |
| 161.6 |
| | 47.6 |
| | (17.7 | ) |
| Total investment income (loss) | (7.2 | ) | | 18.8 |
| | 36.4 |
| 232.0 |
| | 160.5 |
| | 15.2 |
|
| Interest and other income | 20.6 |
| | 11.9 |
| | 14.5 |
| 36.7 |
| | 23.9 |
| | 18.6 |
|
| Interest and other income of Consolidated Funds | 956.0 |
| | 1,043.1 |
| | 903.5 |
| 177.7 |
| | 166.9 |
| | 975.5 |
|
| Revenue of a consolidated real estate VIE | 70.2 |
| | 7.5 |
| | — |
| |
| Revenue of a real estate VIE | | 109.0 |
| | 95.1 |
| | 86.8 |
|
| Total revenues | 3,880.3 |
| | 4,441.2 |
| | 2,973.1 |
| 3,676.2 |
| | 2,274.3 |
| | 3,006.2 |
|
| Expenses | | | | | | | | | | |
| Compensation and benefits | | | | | | | | | | |
| Base compensation | 789.0 |
| | 738.0 |
| | 624.5 |
| 652.7 |
| | 647.1 |
| | 632.2 |
|
| Equity-based compensation | 344.0 |
| | 322.4 |
| | 201.7 |
| 320.3 |
| | 334.6 |
| | 378.0 |
|
| Performance fee related | | | | | | | | | | |
| Realized | 590.7 |
| | 539.2 |
| | 285.5 |
| 520.7 |
| | 580.5 |
| | 650.5 |
|
| Unrealized | 282.2 |
| | 644.5 |
| | 32.2 |
| 467.6 |
| | (227.4 | ) | | (139.6 | ) |
| Total compensation and benefits | 2,005.9 |
| | 2,244.1 |
| | 1,143.9 |
| 1,961.3 |
| | 1,334.8 |
| | 1,521.1 |
|
| General, administrative and other expenses | 526.8 |
| | 496.4 |
| | 357.5 |
| 276.8 |
| | 521.1 |
| | 712.8 |
|
| Interest | 55.7 |
| | 45.5 |
| | 24.6 |
| 65.5 |
| | 61.3 |
| | 58.0 |
|
| Interest and other expenses of Consolidated Funds | 1,042.0 |
| | 890.6 |
| | 758.1 |
| 197.6 |
| | 128.5 |
| | 1,039.3 |
|
| Interest and other expenses of a consolidated real estate VIE | 175.3 |
| | 33.8 |
| | — |
| |
| Other non-operating (income) expense | (30.3 | ) | | (16.5 | ) | | 7.1 |
| |
| Interest and other expenses of a real estate VIE and loss on deconsolidation | | 202.5 |
| | 207.6 |
| | 144.6 |
|
| Other non-operating income | | (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Total expenses | 3,775.4 |
| | 3,693.9 |
| | 2,291.2 |
| 2,632.3 |
| | 2,242.1 |
| | 3,468.4 |
|
| Other income | | | | | | | | | | |
| Net investment gains of Consolidated Funds | 887.0 |
| | 696.7 |
| | 1,758.0 |
| 88.4 |
| | 13.1 |
| | 864.4 |
|
| Income before provision for income taxes | 991.9 |
| | 1,444.0 |
| | 2,439.9 |
| 1,132.3 |
| | 45.3 |
| | 402.2 |
|
| Provision for income taxes | 76.8 |
| | 96.2 |
| | 40.4 |
| 124.9 |
| | 30.0 |
| | 2.1 |
|
| Net income | 915.1 |
| | 1,347.8 |
| | 2,399.5 |
| 1,007.4 |
| | 15.3 |
| | 400.1 |
|
| Net income attributable to non-controlling interests in consolidated entities | 485.5 |
| | 676.0 |
| | 1,756.7 |
| 72.5 |
| | 41.0 |
| | 537.9 |
|
| Net income attributable to Carlyle Holdings | 429.6 |
| | 671.8 |
| | 642.8 |
| |
| Net income attributable to non-controlling interests in Carlyle Holdings | 343.8 |
| | 567.7 |
| | 622.5 |
| |
| Net income attributable to The Carlyle Group L.P. | $ | 85.8 |
| | $ | 104.1 |
| | $ | 20.3 |
| |
| Net income attributable to The Carlyle Group L.P. per common unit (see Note 15) | | | | | | |
| Net income (loss) attributable to Carlyle Holdings | | 934.9 |
| | (25.7 | ) | | (137.8 | ) |
| Net income (loss) attributable to non-controlling interests in Carlyle Holdings | | 690.8 |
| | (32.1 | ) | | (119.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. | | 244.1 |
| | 6.4 |
| | (18.4 | ) |
| Net income attributable to Series A Preferred Unitholders | | 6.0 |
| | — |
| | — |
|
| Net income (loss) attributable to The Carlyle Group L.P. Common Unitholders | | $ | 238.1 |
| | $ | 6.4 |
| | $ | (18.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. per common unit (see Note 13) | | | | | | |
| Basic | $ | 1.35 |
| | $ | 2.24 |
| | $ | 0.48 |
| $ | 2.58 |
| | $ | 0.08 |
| | $ | (0.24 | ) |
| Diluted | $ | 1.23 |
| | $ | 2.05 |
| | $ | 0.41 |
| $ | 2.38 |
| | $ | (0.08 | ) | | $ | (0.30 | ) |
| Weighted-average common units | | | | | | | | | | |
| Basic | 62,788,634 |
| | 46,135,229 |
| | 42,562,928 |
| 92,136,959 |
| | 82,714,178 |
| | 74,523,935 |
|
| Diluted | 68,461,157 |
| | 278,250,489 |
| | 259,698,987 |
| 100,082,548 |
| | 308,522,990 |
| | 298,739,382 |
|
| Distributions declared per common unit | $ | 1.88 |
| | $ | 1.33 |
| | $ | 0.27 |
| $ | 1.24 |
| | $ | 1.68 |
| | $ | 3.39 |
|
Substantially all revenue is earned from affiliates of the Partnership. See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Comprehensive Income
(Dollars in millions)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| Net income | $ | 915.1 |
| | $ | 1,347.8 |
| | $ | 2,399.5 |
|
| Other comprehensive income (loss) | | | | | |
| Foreign currency translation adjustments | (730.1 | ) | | 372.7 |
| | (308.2 | ) |
| Cash flow hedges | | | | | |
| Unrealized gains (loss) for the period | — |
| | 0.2 |
| | (10.2 | ) |
| Less: reclassification adjustment for loss included in interest expense | 2.4 |
| | 3.8 |
| | 7.1 |
|
| Defined benefit plans | | | | | |
| Unrealized gains (loss) for the period | (0.6 | ) | | 0.9 |
| | (12.3 | ) |
| Less: reclassification adjustment for unrecognized loss during the period, net, included in base compensation expense | 0.4 |
| | 0.8 |
| | — |
|
| Other comprehensive income (loss) | (727.9 | ) | | 378.4 |
| | (323.6 | ) |
| Comprehensive income | 187.2 |
| | 1,726.2 |
| | 2,075.9 |
|
| Less: Comprehensive loss attributable to partners’ capital appropriated for Consolidated Funds | 279.1 |
| | 375.0 |
| | 384.8 |
|
| Less: Comprehensive income attributable to non-controlling interests in consolidated entities | (632.9 | ) | | (1,152.3 | ) | | (1,844.3 | ) |
| Less: Comprehensive (income) loss attributable to redeemable non-controlling interests in consolidated entities | 465.2 |
| | (272.3 | ) | | 9.0 |
|
| Comprehensive income attributable to Carlyle Holdings | 298.6 |
| | 676.6 |
| | 625.4 |
|
| Less: Comprehensive income attributable to non-controlling interests in Carlyle Holdings | (228.2 | ) | | (571.9 | ) | | (607.6 | ) |
| Comprehensive income attributable to The Carlyle Group L.P. | $ | 70.4 |
| | $ | 104.7 |
| | $ | 17.8 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Net income | $ | 1,007.4 |
| | $ | 15.3 |
| | $ | 400.1 |
|
| Other comprehensive income (loss) | | | | | |
| Foreign currency translation adjustments | 95.8 |
| | (54.6 | ) | | (801.0 | ) |
| Cash flow hedges | | | | | |
| Reclassification adjustment for loss included in interest expense | — |
| | 1.9 |
| | 2.3 |
|
| Defined benefit plans | | | | | |
| Unrealized gain (loss) for the period | (0.8 | ) | | (6.8 | ) | | 4.1 |
|
| Reclassification adjustment for unrecognized loss during the period, net, included in base compensation expense | 1.2 |
| | — |
| | 0.3 |
|
| Other comprehensive gain (loss) | 96.2 |
| | (59.5 | ) | | (794.3 | ) |
| Comprehensive income (loss) | 1,103.6 |
| | (44.2 | ) | | (394.2 | ) |
| Comprehensive loss attributable to partners’ capital appropriated for Consolidated Funds | — |
| | — |
| | 63.7 |
|
| Comprehensive (income) loss attributable to non-controlling interests in consolidated entities | (108.1 | ) | | 10.7 |
| | (143.8 | ) |
| Comprehensive (income) loss attributable to redeemable non-controlling interests in consolidated entities | — |
| | (0.2 | ) | | 185.4 |
|
| Comprehensive income (loss) attributable to Carlyle Holdings | 995.5 |
| | (33.7 | ) | | (288.9 | ) |
| Comprehensive (income) loss attributable to non-controlling interests in Carlyle Holdings | (734.3 | ) | | 39.5 |
| | 239.1 |
|
| Comprehensive income (loss) attributable to The Carlyle Group L.P. | $ | 261.2 |
| | $ | 5.8 |
| | $ | (49.8 | ) |
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Changes in Partners’ Capital and Redeemable Non-controlling Interests in Consolidated Entities
(Dollars and units in millions)
| | | | Common Units | | Members’ Equity | | Partners’ Capital | | Accumulated Other Comprehensive Income (Loss) | | Partners’ Capital Appropriated for Consolidated Funds | | Non-controlling Interests in Consolidated Entities | | Non- controlling Interests in Carlyle Holdings | | Total Partners’ Capital | | Redeemable Non-controlling Interests in Consolidated Entities | Common Units | | Preferred Equity | | Partners’ Capital | | Accumulated Other Comprehensive Income (Loss) | | Partners’ Capital Appropriated for Consolidated Funds | | Non-controlling Interests in Consolidated Entities | | Non- controlling Interests in Carlyle Holdings | | Total Partners’ Capital | | Redeemable Non-controlling Interests in Consolidated Entities |
| Balance at December 31, 2011 | — |
| | $ | 873.1 |
| | $ | — |
| | $ | (55.8 | ) | | $ | 853.7 |
| | $ | 7,496.2 |
| | $ | — |
| | $ | 9,167.2 |
| | $ | 1,923.4 |
| |
| Acquisition of CLOs | — |
| | — |
| | — |
| | — |
| | 357.3 |
| | — |
| | — |
| | 357.3 |
| | — |
| |
| Contributions | — |
| | 9.3 |
| | — |
| | — |
| | 12.4 |
| | 340.7 |
| | — |
| | 362.4 |
| | 719.1 |
| |
| Distributions | — |
| | (658.5 | ) | | — |
| | — |
| | — |
| | (813.9 | ) | | — |
| | (1,472.4 | ) | | (114.8 | ) | |
| Net income (loss) | — |
| | 532.7 |
| | — |
| | — |
| | 47.5 |
| | 955.5 |
| | — |
| | 1,535.7 |
| | (20.8 | ) | |
| Currency translation adjustments | — |
| | — |
| | — |
| | 2.3 |
| | (4.1 | ) | | (168.0 | ) | | — |
| | (169.8 | ) | | — |
| |
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | (2.2 | ) | | — |
| | — |
| | — |
| | (2.2 | ) | | — |
| |
| Contribution of equity interests in general partners of carry funds | — |
| | 261.1 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 261.1 |
| | — |
| |
| Reorganization of beneficial interests in investments | — |
| | (64.1 | ) | | — |
| | — |
| | — |
| | 64.1 |
| | — |
| | — |
| | — |
| |
| Reorganization of carried interest rights of retired senior Carlyle professionals | — |
| | (56.2 | ) | | — |
| | — |
| | — |
| | 56.2 |
| | — |
| | — |
| | — |
| |
| Exchange of interests for Carlyle Holdings units | — |
| | (897.4 | ) | | — |
| | 55.7 |
| | — |
| | — |
| | 841.7 |
| | — |
| | — |
| |
| Balance post-reorganization | — |
| | — |
| | — |
| | — |
| | 1,266.8 |
| | 7,930.8 |
| | 841.7 |
| | 10,039.3 |
| | 2,506.9 |
| |
| Issuance of common units in initial public offering, net of issuance costs | 30.5 |
| | — |
| | 615.8 |
| | — |
| | — |
| | — |
| | — |
| | 615.8 |
| | — |
| |
Deferred tax effects resulting from acquisition and exchange of interests in Carlyle Holdings
| — |
| | — |
| | (9.4 | ) | | — |
| | — |
| | — |
| | — |
| | (9.4 | ) | | — |
| |
| Dilution assumed with IPO | — |
| | — |
| | (469.8 | ) | | — |
| | — |
| | — |
| | 469.8 |
| | — |
| | — |
| |
| CalPERS equity exchange | 12.7 |
| | — |
| | 70.1 |
| | (2.3 | ) | | — |
| | — |
| | (61.0 | ) | | 6.8 |
| | — |
| |
| Initial consolidation of a Consolidated Fund | — |
| | — |
| | — |
| | — |
| | — |
| | 5.0 |
| | — |
| | 5.0 |
| | — |
| |
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 377.0 |
| | — |
| | 377.0 |
| | 723.2 |
| |
| Distributions | — |
| | — |
| | (11.7 | ) | | — |
| | — |
| | (1,104.8 | ) | | (96.6 | ) | | (1,213.1 | ) | | (354.5 | ) | |
| Net income (loss) | — |
| | — |
| | 20.3 |
| | — |
| | (424.1 | ) | | 1,186.8 |
| | 89.8 |
| | 872.8 |
| | 11.8 |
| |
| Equity-based compensation | — |
| | — |
| | 19.8 |
| | — |
| | — |
| | — |
| | 119.9 |
| | 139.7 |
| | — |
| |
| Issuance of Carlyle Holdings partnership units | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 13.1 |
| | 13.1 |
| | — |
| |
| Currency translation adjustments | — |
| | — |
| | — |
| | (1.0 | ) | | (4.1 | ) | | (127.6 | ) | | (5.7 | ) | | (138.4 | ) | | — |
| |
| Defined benefit plans, net | — |
| | — |
| | — |
| | (1.4 | ) | | — |
| | (2.4 | ) | | (8.5 | ) | | (12.3 | ) | | — |
| |
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | (0.1 | ) | | — |
| | — |
| | (0.8 | ) | | (0.9 | ) | | — |
| |
| Balance at December 31, 2012 | 43.2 |
| | — |
| | 235.1 |
| | (4.8 | ) | | 838.6 |
| | 8,264.8 |
| | 1,361.7 |
| | 10,695.4 |
| | 2,887.4 |
| |
| Balance at December 31, 2014 | | 67.8 |
| | — |
| | $ | 566.0 |
| | $ | (39.0 | ) | | $ | 184.5 |
| | $ | 6,446.4 |
| | $ | 1,936.6 |
| | $ | 9,094.5 |
| | $ | 3,761.5 |
|
| Reallocation of ownership interests in Carlyle Holdings | 0.2 |
| | — |
| | 20.6 |
| | (6.7 | ) | | — |
| | — |
| | (13.9 | ) | | — |
| | — |
| 0.1 |
| | — |
| | 34.5 |
| | (12.6 | ) | | — |
| | — |
| | (21.9 | ) | | — |
| | — |
|
| Acquisition of non-controlling interests in consolidated entities | 2.9 |
| | — |
| | 4.2 |
| | (0.3 | ) | | — |
| | (33.1 | ) | | 22.1 |
| | (7.1 | ) | | — |
| |
| Exchange of units in public offering, net of issuance costs | | 7.0 |
| | — |
| | 52.5 |
| | (7.1 | ) | | — |
| | — |
| | (45.4 | ) | | — |
| | — |
|
| Issuance of common units related to acquisitions | 0.1 |
| | — |
| | 0.3 |
| | — |
| | — |
| | — |
| | 1.8 |
| | 2.1 |
| | — |
| 0.1 |
| | — |
| | 0.5 |
| | — |
| | — |
| | — |
| | 1.8 |
| | 2.3 |
| | — |
|
| Initial consolidation of Consolidated Funds | — |
| | — |
| | — |
| | — |
| | — |
| | 69.6 |
| | — |
| | 69.6 |
| | — |
| |
| Issuance of Carlyle Holdings partnership units | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 16.6 |
| | 16.6 |
| | — |
| |
| Equity-based compensation | — |
| | — |
| | 51.3 |
| | — |
| | — |
| | — |
| | 276.3 |
| | 327.6 |
| | — |
| |
| Net delivery of vested common units | 3.0 |
| | — |
| | 1.4 |
| | — |
| | — |
| | — |
| | 3.4 |
| | 4.8 |
| | — |
| |
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 673.4 |
| | — |
| | 673.4 |
| | 1,803.1 |
| |
| Distributions | — |
| | — |
| | (59.9 | ) | | — |
| | — |
| | (2,430.4 | ) | | (368.6 | ) | | (2,858.9 | ) | | (610.8 | ) | |
| Net income (loss) | — |
| | — |
| | 104.1 |
| | — |
| | (383.1 | ) | | 786.8 |
| | 567.7 |
| | 1,075.5 |
| | 272.3 |
| |
| Currency translation adjustments | — |
| | — |
| | — |
| | (0.2 | ) | | 8.1 |
| | 365.1 |
| | (0.3 | ) | | 372.7 |
| | — |
| |
| Defined benefit plans, net | — |
| | — |
| | — |
| | 0.2 |
| | — |
| | 0.4 |
| | 1.1 |
| | 1.7 |
| | — |
| |
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | 0.6 |
| | — |
| | — |
| | 3.4 |
| | 4.0 |
| | — |
| |
| Balance at December 31, 2013 | 49.4 |
| | — |
| | 357.1 |
| | (11.2 | ) | | 463.6 |
| | 7,696.6 |
| | 1,871.3 |
| | 10,377.4 |
| | 4,352.0 |
| |
| Reallocation of ownership interests in Carlyle Holdings | 0.1 |
| | — |
| | 41.2 |
| | (10.3 | ) | | — |
| | — |
| | (30.9 | ) | | — |
| | — |
| |
| Issuance of units in public offering, net of issuance costs | 13.8 |
| | — |
| | 97.8 |
| | (2.1 | ) | | — |
| | — |
| | 50.4 |
| | 146.1 |
| | — |
| |
| Issuance of common units related to acquisitions | 0.7 |
| | — |
| | 3.7 |
| | — |
| | — |
| | — |
| | 19.4 |
| | 23.1 |
| | — |
| |
| Issuance of Carlyle Holdings partnership units | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12.8 |
| | 12.8 |
| | — |
| |
| Deferred tax effects resulting from acquisition of interests in Carlyle Holdings | — |
| | — |
| | 9.7 |
| | — |
| | — |
| | — |
| | — |
| | 9.7 |
| | — |
| — |
| | — |
| | 5.5 |
| | — |
| | — |
| | — |
| | — |
| | 5.5 |
| | — |
|
| Equity-based compensation | — |
| | — |
| | 71.9 |
| | — |
| | — |
| | — |
| | 271.1 |
| | 343.0 |
| | — |
| — |
| | — |
| | 92.8 |
| | — |
| | — |
| | — |
| | 283.2 |
| | 376.0 |
| | — |
|
| Net delivery of vested common units | 3.8 |
| | — |
| | 1.5 |
| | — |
| | — |
| | — |
| | 1.2 |
| | 2.7 |
| | — |
| 5.4 |
| | — |
| | 3.5 |
| | — |
| | — |
| | — |
| | 0.5 |
| | 4.0 |
| | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 1,002.5 |
| | — |
| | 1,002.5 |
| | 1,205.0 |
| — |
| | — |
| | — |
| | — |
| | — |
| | 1,090.5 |
| | — |
| | 1,090.5 |
| | 1,286.1 |
|
| Distributions | — |
| | — |
| | (102.7 | ) | | — |
| | — |
| | (2,885.6 | ) | | (486.9 | ) | | (3,475.2 | ) | | (1,304.8 | ) | — |
| | — |
| | (251.0 | ) | | — |
| | — |
| | (3,230.8 | ) | | (848.5 | ) | | (4,330.3 | ) | | (2,036.2 | ) |
| Initial consolidation of a Consolidated Fund | | — |
| | — |
| | — |
| | — |
| | — |
| | 43.9 |
| | — |
| | 43.9 |
| | 19.9 |
|
| Net income (loss) | — |
| | — |
| | 85.8 |
| | — |
| | (259.0 | ) | | 1,209.7 |
| | 343.8 |
| | 1,380.3 |
| | (465.2 | ) | — |
| | — |
| | (18.4 | ) | | — |
| | (54.4 | ) | | 777.7 |
| | (119.4 | ) | | 585.5 |
| | (185.4 | ) |
| Deconsolidation of a Consolidated Fund | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (25.5 | ) | |
| Currency translation adjustments | — |
| | — |
| | — |
| | (15.8 | ) | | (20.1 | ) | | (576.8 | ) | | (117.4 | ) | | (730.1 | ) | | — |
| — |
| | — |
| | — |
| | (32.9 | ) | | (9.3 | ) | | (633.9 | ) | | (124.9 | ) | | (801.0 | ) | | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | (0.1 | ) | | — |
| | — |
| | (0.1 | ) | | (0.2 | ) | | — |
| — |
| | — |
| | — |
| | 1.0 |
| | — |
| | — |
| | 3.4 |
| | 4.4 |
| | — |
|
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.9 |
| | 2.4 |
| | — |
| — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.8 |
| | 2.3 |
| | — |
|
| Balance at December 31, 2014 | 67.8 |
| | $ | — |
| | $ | 566.0 |
| | $ | (39.0 | ) | | $ | 184.5 |
| | $ | 6,446.4 |
| | $ | 1,936.6 |
| | $ | 9,094.5 |
| | $ | 3,761.5 |
| |
| Balance at December 31, 2015 | | 80.4 |
| | — |
| | 485.9 |
| | (90.1 | ) | | 120.8 |
| | 4,493.8 |
| | 1,067.2 |
| | 6,077.6 |
| | 2,845.9 |
|
| Reallocation of ownership interests in Carlyle Holdings | | 0.9 |
| | — |
| | 18.1 |
| | (4.5 | ) | | — |
| | — |
| | (13.6 | ) | | — |
| | — |
|
| Units repurchased | | (3.6 | ) | | — |
| | (57.4 | ) | | — |
| | — |
| | — |
| | (1.5 | ) | �� | (58.9 | ) | | — |
|
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
| | — |
| | — |
| | 0.4 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 0.4 |
|
| — |
|
| Equity-based compensation | | — |
| | — |
| | 97.4 |
| | — |
| | — |
| | — |
| | 278.8 |
| | 376.2 |
| | — |
|
| Net delivery of vested common units | | 6.9 |
| | — |
| | (6.2 | ) | | — |
| | — |
| | — |
| | (0.5 | ) | | (6.7 | ) | | — |
|
| Contributions | | — |
| | — |
| | — |
| | — |
| | — |
| | 119.3 |
| | — |
| | 119.3 |
| | — |
|
| Distributions | | — |
| | — |
| | (140.9 | ) | | — |
| | — |
| | (107.9 | ) | | (422.6 | ) | | (671.4 | ) | | (1.5 | ) |
| Deconsolidation of ESG | | — |
| | — |
| | (0.6 | ) |
| — |
|
| — |
|
| (5.6 | ) |
| — |
|
| (6.2 | ) |
| (6.3 | ) |
| Deconsolidation of Consolidated Funds upon adoption of ASU 2015-02 and the impact of adoption of ASU 2014-13 (see Note 2) | | — |
| | — |
| | — |
| | — |
| | (120.8 | ) |
| (4,211.1 | ) |
| — |
| | (4,331.9 | ) | | (2,838.3 | ) |
| Net income (loss) | | — |
| | — |
| | 6.4 |
| | — |
| | — |
| | 40.8 |
| | (32.1 | ) | | 15.1 |
| | 0.2 |
|
| Currency translation adjustments | | — |
| | — |
| | — |
| | 0.7 |
| | — |
| | (51.5 | ) | | (3.8 | ) | | (54.6 | ) | | — |
|
| Defined benefit plans, net | | — |
| | — |
| | — |
| | (1.8 | ) | | — |
| | — |
| | (5.0 | ) | | (6.8 | ) | | — |
|
| Change in fair value of cash flow hedge instruments | | — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.4 |
| | 1.9 |
| | — |
|
| Balance at December 31, 2016 | | 84.6 |
| | — |
| | 403.1 |
| | (95.2 | ) | | $ | — |
| | 277.8 |
| | 868.3 |
| | 1,454.0 |
| | — |
|
| Reallocation of ownership interests in Carlyle Holdings | | — |
| | — |
| | 33.1 |
| | (8.3 | ) | | — |
| | — |
| | (24.8 | ) | | — |
| | — |
|
| Exchange of Carlyle Holdings units for common units | | 6.6 |
| | — |
| | 41.0 |
| | (6.5 | ) | | — |
| | — |
| | (34.5 | ) | | — |
| | — |
|
| Units repurchased | | — |
| | — |
| | (0.2 | ) | | — |
| | — |
| | — |
| | — |
| | (0.2 | ) | | — |
|
| Equity issued in connection with preferred units | | — |
| | 387.5 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 387.5 |
| | — |
|
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
| | — |
| | — |
| | 8.0 |
| | — |
| | — |
| | — |
| | — |
| | 8.0 |
| | — |
|
| Equity-based compensation | | — |
| | — |
| | 104.3 |
| | — |
| | — |
| | — |
| | 254.3 |
| | 358.6 |
| | — |
|
| Net delivery of vested common units | | 8.9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Contributions | | — |
| | — |
| | — |
| | — |
| | — |
| | 119.2 |
| | — |
| | 119.2 |
| | — |
|
| Distributions | | — |
| | (6.0 | ) | | (118.1 | ) | | — |
| | — |
| | (118.0 | ) | | (295.6 | ) | | (537.7 | ) | | — |
|
| Net income | | — |
| | 6.0 |
| | 238.1 |
| | — |
| | — |
| | 72.5 |
| | 690.8 |
| | 1,007.4 |
| | — |
|
| Deconsolidation of a consolidated entity | | — |
| | — |
| | (4.3 | ) | | 20.2 |
| | — |
| | 17.6 |
| | 38.7 |
| | 72.2 |
| | — |
|
| Cumulative effect adjustment upon adoption of ASU 2016-09 | | — |
| | — |
| | (3.2 | ) | | — |
| | — |
| | — |
| | (13.0 | ) | | (16.2 | ) | | — |
|
| Currency translation adjustments | | — |
| | — |
| | — |
| | 17.0 |
| | — |
| | 35.6 |
| | 43.2 |
| | 95.8 |
| | — |
|
| Defined benefit plans, net | | — |
| | — |
| | — |
| | 0.1 |
| | — |
| | — |
| | 0.3 |
| | 0.4 |
| | — |
|
| Balance at December 31, 2017 | | 100.1 |
| | $ | 387.5 |
| | $ | 701.8 |
| | $ | (72.7 | ) | | $ | — |
| | $ | 404.7 |
| | $ | 1,527.7 |
| | $ | 2,949.0 |
| | $ | — |
|
See accompanying notes.
The Carlyle Group L.P.
Consolidated Statements of Cash Flows
(Dollars in millions)
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| Cash flows from operating activities | | | | | | | | | | |
| Net income | $ | 915.1 |
| | $ | 1,347.8 |
| | $ | 2,399.5 |
| $ | 1,007.4 |
| | $ | 15.3 |
| | $ | 400.1 |
|
| Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | | | | | |
| Depreciation and amortization | 192.1 |
| | 163.6 |
| | 107.8 |
| |
| Depreciation, amortization, and impairment | | 41.3 |
| | 72.0 |
| | 322.8 |
|
| Equity-based compensation | 344.0 |
| | 322.4 |
| | 201.7 |
| 320.3 |
| | 334.6 |
| | 378.0 |
|
| Excess tax benefits related to equity-based compensation | (2.7 | ) | | (1.9 | ) | | — |
| — |
| | — |
| | (4.0 | ) |
| Non-cash performance fees | (572.9 | ) | | (1,525.5 | ) | | (192.6 | ) | (626.8 | ) | | 199.6 |
| | 455.1 |
|
| Other non-cash amounts | (1.4 | ) | | (9.1 | ) | | 8.4 |
| (74.6 | ) | | (41.7 | ) | | 12.7 |
|
| Consolidated Funds related: | | | | | | | | | | |
| Realized/unrealized gain on investments of Consolidated Funds | (785.6 | ) | | (1,369.6 | ) | | (2,571.2 | ) | (27.0 | ) | | (51.7 | ) | | (458.7 | ) |
| Realized/unrealized (loss) gain from loans payable of Consolidated Funds | (11.9 | ) | | 695.8 |
| | 926.2 |
| |
| Realized/unrealized (gain) loss from loans payable of Consolidated Funds | | (61.4 | ) | | 40.5 |
| | (436.5 | ) |
| Purchases of investments by Consolidated Funds | (10,566.3 | ) | | (11,555.0 | ) | | (7,176.3 | ) | (2,875.0 | ) | | (2,739.4 | ) | | (10,472.1 | ) |
| Proceeds from sale and settlements of investments by Consolidated Funds | 10,685.6 |
| | 11,631.6 |
| | 8,530.5 |
| 2,649.3 |
| | 1,282.9 |
| | 11,653.6 |
|
| Non-cash interest income, net | (26.2 | ) | | (81.1 | ) | | (80.6 | ) | |
| Non-cash interest (income) loss, net | | (5.3 | ) | | (5.5 | ) | | 3.3 |
|
| Change in cash and cash equivalents held at Consolidated Funds | 2,516.8 |
| | 2,419.9 |
| | 1,274.7 |
| 383.9 |
| | 513.7 |
| | 1,281.8 |
|
| Change in other receivables held at Consolidated Funds | (414.7 | ) | | (228.8 | ) | | 41.5 |
| (16.7 | ) | | 1.1 |
| | 534.6 |
|
| Change in other liabilities held at Consolidated Funds | 63.3 |
| | (120.5 | ) | | (1,038.9 | ) | (266.1 | ) | | 268.9 |
| | 48.0 |
|
| Investment (income) loss | 14.9 |
| | (4.8 | ) | | (32.1 | ) | |
| Purchases of investments and trading securities | (221.9 | ) | | (93.0 | ) | | (540.4 | ) | |
| Proceeds from the sale of investments and trading securities | 544.4 |
| | 294.3 |
| | 215.6 |
| |
| Other non-cash amounts of Consolidated Funds | | — |
| | (17.5 | ) | | — |
|
| Investment income | | (227.1 | ) | | (154.6 | ) | | (0.5 | ) |
| Purchases of investments | | (888.5 | ) | | (368.2 | ) | | (91.9 | ) |
| Proceeds from the sale of investments | | 467.5 |
| | 299.5 |
| | 313.0 |
|
| Payments of contingent consideration | (59.6 | ) | | — |
| | — |
| (22.6 | ) | | (82.6 | ) | | (17.8 | ) |
| Deconsolidation of Claren Road (see Note 9) | | (23.3 | ) | | — |
| | — |
|
| Deconsolidation of Urbplan (see Note 15) | | 14.0 |
| | — |
| | — |
|
| Deconsolidation of ESG | | — |
| | (34.5 | ) | | — |
|
| Changes in deferred taxes, net | 10.5 |
| | 44.5 |
| | (9.3 | ) | 93.4 |
| | (4.4 | ) | | (31.4 | ) |
| Change in due from affiliates and other receivables | (4.2 | ) | | (7.8 | ) | | 10.1 |
| 0.3 |
| | (10.9 | ) | | (1.4 | ) |
| Change in receivables and inventory of a consolidated real estate VIE | — |
| | 10.1 |
| | — |
| |
| Change in receivables and inventory of a real estate VIE | | (14.5 | ) | | 29.0 |
| | (57.5 | ) |
| Change in deposits and other | (10.9 | ) | | 9.7 |
| | 9.4 |
| (2.0 | ) | | 5.1 |
| | (10.8 | ) |
| Change in other assets of a consolidated real estate VIE | (25.0 | ) | | 4.3 |
| | — |
| |
| Change in other assets of a real estate VIE | | 1.6 |
| | 41.2 |
| | (17.4 | ) |
| Change in accounts payable, accrued expenses and other liabilities | (23.4 | ) | | 46.6 |
| | 3.4 |
| 50.5 |
| | 66.6 |
| | 62.5 |
|
| Change in accrued compensation and benefits | 155.4 |
| | 935.5 |
| | (5.3 | ) | (13.7 | ) | | 6.5 |
| | (35.3 | ) |
| Change in due to affiliates | (81.6 | ) | | 96.7 |
| | (23.6 | ) | 35.7 |
| | (19.3 | ) | | 21.0 |
|
| Change in other liabilities of a consolidated real estate VIE | (24.9 | ) | | (32.1 | ) | | — |
| |
| Change in other liabilities of a real estate VIE | | 47.9 |
| | 34.3 |
| | 101.6 |
|
| Change in deferred revenue | 36.8 |
| | 0.7 |
| | (30.1 | ) | 24.4 |
| | 18.9 |
| | (50.0 | ) |
| Net cash provided by operating activities | 2,645.7 |
| | 2,994.3 |
| | 2,028.4 |
| |
| Net cash provided by (used in) operating activities | | (7.1 | ) | | (300.6 | ) | | 3,902.8 |
|
| Cash flows from investing activities | | | | | | | | | | |
| Change in restricted cash | 69.8 |
| | (95.4 | ) | | (9.6 | ) | (15.5 | ) | | 5.3 |
| | 40.8 |
|
| Purchases of fixed assets, net | (29.7 | ) | | (29.5 | ) | | (32.7 | ) | (34.0 | ) | | (25.4 | ) | | (62.3 | ) |
| Purchases of intangible assets | — |
| | — |
| | (41.0 | ) | |
| Acquisitions, net of cash acquired | (3.1 | ) | | (10.2 | ) | | (42.8 | ) | |
| Net cash provided by (used in) investing activities | 37.0 |
| | (135.1 | ) | | (126.1 | ) | |
| Net cash used in investing activities | | (49.5 | ) | | (20.1 | ) | | (21.5 | ) |
| Cash flows from financing activities | | | | | | | | | | |
| Borrowings under credit facility | — |
| | — |
| | 820.0 |
| 250.0 |
| | — |
| | — |
|
| Repayments under credit facility | — |
| | (386.3 | ) | | (744.6 | ) | (250.0 | ) | | — |
| | — |
|
| Issuance of 3.875% senior notes due 2023, net of financing costs | — |
| | 495.3 |
| | — |
| |
| Issuance of 5.625% senior notes due 2043, net of financing costs | 210.8 |
| | 394.1 |
| | — |
| |
| Proceeds from loans payable | — |
| | 17.1 |
| | — |
| |
| Payments on loans payable | — |
| | (475.0 | ) | | (310.0 | ) | |
| Net payments on loans payable of a consolidated real estate VIE | (34.4 | ) | | (1.5 | ) | | — |
| |
| Net payment on loans payable of Consolidated Funds | (1,033.4 | ) | | (1,595.2 | ) | | (1,415.2 | ) | |
| Proceeds from debt obligations | | 265.6 |
| | 20.6 |
| | — |
|
| Payments on debt obligations | | (21.7 | ) | | (9.0 | ) | | — |
|
| Net payments on loans payable of a real estate VIE | | (14.3 | ) | | (34.5 | ) | | (65.3 | ) |
| Net borrowings on loans payable of Consolidated Funds | | 147.2 |
| | 594.2 |
| | 734.3 |
|
| Payments of contingent consideration | (39.5 | ) | | (23.9 | ) | | (10.0 | ) | (0.6 | ) | | (3.3 | ) | | (8.1 | ) |
| Distributions to common unitholders | (102.7 | ) | | (59.9 | ) | | (11.7 | ) | (118.1 | ) | | (140.9 | ) | | (251.0 | ) |
| Distributions to preferred unitholders | | (6.0 | ) | | — |
| | — |
|
| Distributions to non-controlling interest holders in Carlyle Holdings | (486.9 | ) | | (372.9 | ) | | (96.6 | ) | (295.6 | ) | | (422.6 | ) | | (848.5 | ) |
| Net proceeds from issuance of common units, net of offering costs | 449.5 |
| | — |
| | 615.8 |
| — |
| | — |
| | 209.9 |
|
| Proceeds from issuance of preferred units, net of offering costs and expenses | | 387.5 |
| | — |
| | — |
|
| Excess tax benefits related to equity-based compensation | 2.7 |
| | 1.9 |
| | — |
| — |
| | — |
| | 4.0 |
|
| Contributions from predecessor owners | — |
| | — |
| | 9.3 |
| |
| Distributions to predecessor owners | — |
| | — |
| | (452.3 | ) | |
| Contributions from non-controlling interest holders | 2,203.1 |
| | 2,474.9 |
| | 2,044.7 |
| 119.2 |
| | 113.0 |
| | 2,376.6 |
|
| Distributions to non-controlling interest holders | (4,190.4 | ) | | (3,038.0 | ) | | (2,310.2 | ) | (118.0 | ) | | (109.4 | ) | | (5,267.0 | ) |
| Acquisition of non-controlling interests in Carlyle Holdings | (303.4 | ) | | (7.1 | ) | | — |
| — |
| | — |
| | (209.9 | ) |
| Common units repurchased | | (0.2 | ) | | (58.9 | ) | | — |
|
| Change in due to/from affiliates financing activities | (38.4 | ) | | 17.3 |
| | 0.7 |
| (26.4 | ) | | 66.1 |
| | (62.7 | ) |
| Change in due to/from affiliates and other receivables of Consolidated Funds | 1,069.6 |
| | 55.5 |
| | 18.8 |
| — |
| | — |
| | (623.5 | ) |
| Net cash used in financing activities | (2,293.4 | ) | | (2,503.7 | ) | | (1,841.3 | ) | |
| Net cash provided by (used in) financing activities | | 318.6 |
| | 15.3 |
| | (4,011.2 | ) |
| Effect of foreign exchange rate changes | (113.9 | ) | | 44.0 |
| | (3.5 | ) | 67.2 |
| | (15.2 | ) | | (120.6 | ) |
| Increase in cash and cash equivalents | 275.4 |
| | 399.5 |
| | 57.5 |
| |
| Increase (Decrease) in cash and cash equivalents | | 329.2 |
| | (320.6 | ) | | (250.5 | ) |
| Cash and cash equivalents, beginning of period | 966.6 |
| | 567.1 |
| | 509.6 |
| 670.9 |
| | 991.5 |
| | 1,242.0 |
|
| Cash and cash equivalents, end of period | $ | 1,242.0 |
| | $ | 966.6 |
| | $ | 567.1 |
| $ | 1,000.1 |
| | $ | 670.9 |
| | $ | 991.5 |
|
| Supplemental cash disclosures | | | | | | | | | | |
| Cash paid for interest | $ | 51.9 |
| | $ | 28.6 |
| | $ | 24.7 |
| $ | 59.5 |
| | $ | 59.0 |
| | $ | 56.0 |
|
| Cash paid for income taxes | $ | 58.7 |
| | $ | 50.4 |
| | $ | 56.1 |
| $ | 24.8 |
| | $ | 35.1 |
| | $ | 41.6 |
|
| Supplemental non-cash disclosures | | | | | | | | | | |
| Increase in partners’ capital related to reallocation of ownership interest in Carlyle Holdings | $ | 30.9 |
| | $ | 13.9 |
| | $ | — |
| $ | 24.8 |
| | $ | 13.6 |
| | $ | 21.9 |
|
| Increase to partners’ capital from acquisition of non-controlling interests in consolidated entities | $ | — |
| | $ | 3.9 |
| | $ | — |
| |
| Initial consolidation of Consolidated Funds | $ | — |
| | $ | 69.6 |
| | $ | 5.0 |
| $ | — |
| | $ | — |
| | $ | 63.8 |
|
| Net assets related to consolidation of the CLOs | $ | — |
| | $ | — |
| | $ | 357.3 |
| |
| Non-cash distributions to predecessor owners | $ | — |
| | $ | — |
| | $ | 402.5 |
| |
| Net asset impact of deconsolidation of Consolidated Funds | | $ | — |
| | $ | (7,170.2 | ) | | $ | — |
|
| Non-cash contributions from non-controlling interest holders | $ | 4.4 |
| | $ | 1.6 |
| | $ | 127.7 |
| $ | — |
| | $ | 6.3 |
| | $ | — |
|
| Non-cash distributions to non-controlling interest holders | $ | — |
| | $ | 3.2 |
| | $ | 77.8 |
| |
| Tax effect from acquisition of Carlyle Holdings partnership units: | | | | | | | | | | |
| Deferred tax asset | $ | 67.8 |
| | $ | — |
| | $ | — |
| $ | 38.7 |
| | $ | 3.0 |
| | $ | 59.6 |
|
| Deferred tax liability | | $ | — |
| | $ | — |
| | $ | 2.6 |
|
| Tax receivable agreement liability | $ | 58.1 |
| | $ | — |
| | $ | — |
| $ | 30.7 |
| | $ | 2.6 |
| | $ | 51.5 |
|
| Total partners’ capital | $ | 9.7 |
| | $ | — |
| | $ | — |
| $ | 8.0 |
| | $ | 0.4 |
| | $ | 5.5 |
|
| Reorganization: | | | | | | |
| Transfer of partners’ capital to non-controlling interests in consolidated entities | $ | — |
| | $ | — |
| | $ | 120.3 |
| |
| Deferred taxes from transfer of ownership interests | $ | — |
| | $ | — |
| | $ | 9.4 |
| |
| Exchange of CalPERS equity interests: | | | | | | |
| Deferred tax asset | $ | — |
| | $ | — |
| | $ | 41.7 |
| |
| Tax receivable agreement liability | $ | — |
| | $ | — |
| | $ | 34.9 |
| |
| Total partners’ capital | $ | — |
| | $ | — |
| | $ | 6.8 |
| |
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
1. Organization and Basis of Presentation
The Carlyle Group L.P., together with its consolidated subsidiaries (the “Partnership” or “Carlyle”), is one of the world’s largest global alternative asset management firms that originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt and other investment opportunities. The PartnershipCarlyle Group L.P. is a Delaware limited partnership formed on July 18, 2011. The Partnership2011, which is managed and operated by its general partner, Carlyle Group Management L.L.C., which is in turn wholly-owned and controlled by Carlyle’s founders and other senior Carlyle professionals. Except as otherwise indicated by the context, references to the “Partnership” or “Carlyle” refer to The Carlyle Group L.P., together with its consolidated subsidiaries.
Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, private credit funds, collateralized loan obligations (“CLOs”), hedge funds and other investment products sponsored by the Partnership for the investment of client assets in the normal course of business. Carlyle typically serves as the general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of these products. Carlyle operates its business through four reportable segments: Corporate Private Equity, Real Assets, Global Credit (formerly known as Global Market Strategies, Real AssetsStrategies) and Investment Solutions (formerly called Solutions) (see Note 18)16).
Basis of Presentation
The accompanying financial statements include (1) subsequent to the reorganization as described below, the accounts of the Partnership and (2) prior to the reorganization, the combined accounts of TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P. and TC Group Cayman Investment Holdings, L.P., as well as their majority-owned subsidiaries (collectively, “Carlyle Group”), which were engaged in the above businesses under common ownership and control by Carlyle’s individual partners (“senior Carlyle professionals”), the California Employees Public Retirement System (“CalPERS”) and Mubadala Development Company (“Mubadala”).its consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities, certain CLOs managed by the Partnership (collectively the “Consolidated Funds”) and a real estate development company (see Note 17) have been consolidated in the accompanying financial statements pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as described in Note 2. The accounts of the real estate development company were deconsolidated during 2017 (see Note 15). The consolidation of the Consolidated Funds generally has a gross-up effect on assets, liabilities and cash flows, and generally has no effect on the net income attributable to the Partnership. The majority economic ownership interests of the other investors in the Consolidated Funds are reflected as non-controlling interests in consolidated entities partners’ capital appropriated for Consolidated Funds and redeemable non-controlling interests in consolidated entities in the accompanying consolidated financial statements.
Prior to the reorganization and initial public offering in May 2012, all compensation for services rendered by senior Carlyle professionals was reflected as distributions from partners’ capital rather than as compensation expense. Subsequent to the reorganization and initial public offering, all compensation attributable to senior Carlyle professionals is recognized as compensation expense, consistent with all other Carlyle employees.
Reorganization and Initial Public Offering
In May 2012, a series of reorganization transactions were executed to facilitate the acquisition by the Partnership of an indirect equity interest in Carlyle Group. As part of these reorganization transactions, the senior Carlyle professionals (excluding retired senior Carlyle professionals), CalPERS and Mubadala contributed all of their interests in TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P. and TC Group Cayman Investment Holdings, L.P. (the “Former Parent Entities”) and senior Carlyle professionals and other individuals engaged in Carlyle’s business contributed a portion of the equity interests they owned in the general partners of Carlyle’s existing carry funds, to Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (collectively, “Carlyle Holdings”) in exchange for Carlyle Holdings partnership units.
After the completion of the reorganization transactions, Carlyle Group is a consolidated subsidiary of Carlyle Holdings. Carlyle Group is considered the predecessor of the Partnership for accounting purposes, and accordingly, Carlyle Group’s combined and consolidated financial statements are the Partnership’s historical financial statements. The historical combined and consolidated financial statements of Carlyle Group are reflected herein based on the historical ownership interests of the senior Carlyle professionals, CalPERS and Mubadala in Carlyle Group.
In May 2012, the Partnership completed an initial public offering of 30,500,000 common units on the NASDAQ Global Select Market under the symbol “CG”(see Note 2). The net proceeds to the Partnership from the initial public offering were approximately $615.8 million, after deducting underwriting discounts and offering expenses. The Partnership used all of the proceeds to purchase an equivalent number of newly issued Carlyle Holdings partnership units from Carlyle Holdings. As the sole general partner of Carlyle Holdings, the Partnership consolidates the financial position and results of operations of Carlyle Holdings into its financial statements, and the other ownership interests in Carlyle Holdings are reflected as non-controlling interests in the Partnership’s financial statements.
March 2014 Public Offering of Partnership Common Units
On March 10, 2014, the Partnership completed a public offering of 13,800,000 common units priced at $33.50 per common unit. The Partnership received net proceeds of approximately $449.5 million, after deduction of the underwriting discount and offering expenses. The Partnership’s wholly-owned subsidiaries used $146.1 million of the net proceeds to acquire 4,500,000 newly issued Carlyle Holdings partnership units from Carlyle Holdings. These proceeds are being used by Carlyle Holdings for general corporate purposes, including investments in Carlyle’s funds as well as investment capital for acquisitions of new fund platforms and strategies or other growth initiatives, to drive innovation across the broader Carlyle platform. The Partnership’s wholly-owned subsidiaries used the remaining net proceeds of $303.4 million to acquire 9,300,000 Carlyle Holding partnership units from the other limited partners of Carlyle Holdings, including certain of the Partnership’s directors and executive officers.
As it relates to the 4,500,000 newly issued Carlyle Holdings partnership units that the Partnership acquired, because the Partnership acquired these partnership units at a valuation in excess of the proportion of the book value of the net assets acquired, the Partnership incurred an immediate dilution of approximately $116.8 million. This dilution was reflected within partners’ capital as a reallocation from partners’ capital to non-controlling interests in Carlyle Holdings.
As it relates to the 9,300,000 Carlyle Holdings partnership units that the Partnership acquired from the other limited partners of Carlyle Holdings, the Partnership accounted for this transaction as an acquisition of ownership interests in a subsidiary while retaining a controlling interest in the subsidiary. Accordingly, the carrying value of the non-controlling interest was adjusted to reflect the change in the ownership interests in Carlyle Holdings. The excess of the fair value of the consideration issued by the Partnership over the carrying amount of the non-controlling interest acquired was recognized directly as a reduction to partners’ capital. The adjustment to partners’ capital was derived as follows (Dollars in millions):
|
| | | |
| Acquisition-date fair value of consideration transferred: | |
| Cash | $ | 303.4 |
|
| Carrying value of non-controlling interest acquired | (66.4 | ) |
| Excess of fair value of consideration transferred over carrying value of non-controlling interest acquired | $ | 237.0 |
|
The following summarizes the adjustments within partners’ capital related to the March 2014 public offering (Dollars in millions):
|
| | | | | | | | | | | |
| | Partners’ Capital | | Non-controlling interests in Carlyle Holdings | | Total Partners’ Capital |
| Proceeds from The Carlyle Group L.P. common units issued | $ | 449.5 |
| | $ | — |
| | $ | 449.5 |
|
| Dilution associated with the acquisition of 4,500,000 Carlyle Holdings partnership units | (116.8 | ) | | 116.8 |
| | — |
|
| Acquisition of non-controlling interest in Carlyle Holdings | (237.0 | ) | | (66.4 | ) | | (303.4 | ) |
| Total increase | $ | 95.7 |
| | $ | 50.4 |
| | $ | 146.1 |
|
Additionally, the acquisition by the Partnership of the 9,300,000 Carlyle Holdings partnership units from the other limited partners of Carlyle Holdings is subject to the terms of the tax receivable agreement. Accordingly, the Partnership recorded a deferred tax asset of $70.0 million, an increase to the liability owed under the tax receivable agreement of $60.1 million, and an increase in partners’ capital of $9.9 million based on estimated tax information available at the time. The Partnership recorded subsequent adjustments for this exchange due to updated relevant tax calculations, which decreased the deferred tax asset by $2.2 million, decreased the liability to the limited partners by $2.0 million and decreased partners’ capital by $0.2 million. The liability is expected to be paid as the deferred tax asset is realized as a reduction in taxes payable.
Following the issuance of common units from the March 2014 public offering, the issuance of common units for the acquisition of Diversified Global Asset Management Corporation (“DGAM”, see Note 3) and the vesting of deferred restricted common units, the total number of Partnership common units outstanding as of December 31, 2014 was 67,761,012 common units.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Partnership consolidates all entities that it controls either through a majority voting interest or otherwise.as the primary beneficiary of variable interest entities (“VIEs”). On January 1, 2016, the Partnership adopted ASU 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides a revised consolidation model for all reporting entities to use in evaluating whether to consolidate certain types of legal entities. As a result, the Partnership deconsolidated the majority of the Partnership's Consolidated Funds on January 1, 2016. Upon adoption, the Partnership deconsolidated approximately $23.2 billion in assets and approximately $16.1 billion in liabilities, and, using the modified retrospective method, recorded a $4.3 billion cumulative effect adjustment to partners' capital and $2.8 billion to redeemable non-controlling interests in consolidated entities. The adoption of the new consolidation guidance had no impact on net income (loss) attributable to Carlyle Holdings or to net income (loss) attributable to the Partnership. Prior period results were not restated upon adoption.
The Partnership evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Partnership's involvement would make it the primary beneficiary. In addition,evaluating whether the accompanying consolidated financial statements consolidate: (1) Carlyle-affiliatedPartnership holds a variable interest, fees (including management fees and performance fees) that are customary and commensurate with the level of services provided, and where the Partnership does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Partnership considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest. For the funds the Partnership deconsolidated on January 1, 2016, the Partnership's fee arrangements were not considered to be variable interests.
For those entities where the Partnership holds a variable interest, the Partnership determines whether each of these entities qualifies as a VIE and, co-investment entities, for whichif so, whether or not the Partnership is the sole general partner andprimary beneficiary. The assessment of whether the presumption of control by the general partner has not been overcome and (2) variable interest entities (“VIEs”), including certain CLOs and a real estate development company, for which the Partnership is deemed to be the primary beneficiary; consolidation of these entitiesentity is a requirement under U.S. GAAP. AllVIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant inter-entity transactionseffect on the economic performance of the entity, (c) determining whether two or more parties' equity interests should be aggregated, and balances(d) determining whether the equity investors have been eliminated.proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, the Partnership consolidates those entities where it has concluded it is deemed to be the primary beneficiary. An entity is determined to be theThe primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s businesseconomic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The revised consolidation rules require an analysis to (a) determine whether an entity in which the Partnership holds a variable interest is a VIE and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give it a controlling financial interest. In evaluating whether the Partnership is the primary beneficiary, the Partnership evaluates its economic interests in the entity held either directly or indirectly by the Partnership. The consolidation analysis is generally performed qualitatively. This analysis, which requires judgment, is performed at each reporting date.
In February 2010, Accounting Standards Update (“ASU”) No. 2010-10, “Amendments for Certain Investment Funds,” was issued. This ASU defers the application of the revised consolidation rules for a reporting enterprise’s interest in an entity if certain conditions are met, including if the entity has the attributes of an investment company and is not a securitization or asset-backed financing entity. An entity that qualifies for the deferral will continue to be assessed for consolidation under the overall guidance on VIEs, before its amendment, and other applicable consolidation guidance.
As of December 31, 2014,2017, assets and liabilities of the consolidated VIEs reflected in the consolidated balance sheets were $24.1$5.0 billion and $17.6$4.8 billion, respectively. Except to the extent of the consolidated assets of the VIEs, which are consolidated, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Partnership. The assets and liabilities
Substantially all of the consolidated VIEs that areour Consolidated Funds are comprised primarily of investments andCLOs, which are VIEs that issue loans payable respectively.
The loans payable issued by the CLOsthat are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral for the CLOs, the Partnership earns investment management fees, including in some cases subordinated management fees and contingent incentive fees. In cases where the Partnership consolidates the CLOs (primarily because of a retained interest that is significant to the CLO), those management fees have been eliminated as intercompany transactions. As of December 31, 2014,2017, the Partnership held $106.9$220.6 million of investments in these CLOs which representrepresents its maximum risk of loss. The Partnership’s investments in these CLOs are generally subordinated to other interests in the entities and entitle the Partnership to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs have no recourse against the Partnership for any losses sustained in the CLO structure.
For all Carlyle-affiliated funds and co-investment entities (collectively “the funds”)Entities that do not qualify as VIEs are not determined to be VIEs,generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Partnership consolidates those funds where, as the sole general partner,entities it has not overcome the presumptioncontrols through a majority voting interest.
All significant inter-entity transactions and balances of control pursuant to U.S. GAAP. Most Carlyle funds provide a dissolution right upon a simple majority vote of the non-Carlyle affiliated limited partners such that the presumption of control by Carlyle is overcome. Accordingly, these funds are notentities consolidated in the Partnership’s consolidated financial statements.have been eliminated.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Investments in Unconsolidated Variable Interest Entities
The Partnership holds variable interests in certain VIEs that are not consolidated because the Partnership is not the primary beneficiary, including its investments in certain CLOs and strategic investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 65 for information on this investment.the strategic investment in NGP. The Partnership’s involvement with such entities is in the form of direct equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by the Partnership relating to its variable interests in these unconsolidated entities. The assets recognized in the Partnership’s consolidated balance sheets related to the Partnership’s variable interests in these non-consolidated VIEs and the Partnership’s maximum exposure to loss relating to non-consolidatedunconsolidated VIEs were as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Investments | $ | 511.8 |
| | $ | 364.8 |
| $ | 975.3 |
| | $ | 664.2 |
|
| Receivables | 3.7 |
| | 132.4 |
| |
| Due from affiliates, net | | 0.1 |
| | 1.8 |
|
| Maximum Exposure to Loss | $ | 515.5 |
| | $ | 497.2 |
| $ | 975.4 |
| | $ | 666.0 |
|
Additionally, as of December 31, 2017, the Partnership had $62.0 million and $11.7 million recognized in the consolidated balance sheet related to performance fee and management fee arrangements, respectively, related to the unconsolidated VIEs.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Basis of Accounting
The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that the Partnership’s Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations. Additionally, the Funds do not consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the preparation of these consolidated financial statements, the Partnership has retained the specialized accounting for the Funds.
All of the investments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the Partnership’s consolidated balance sheets. Interest and other income of the Consolidated Funds as well as interest expense and other expenses of the Consolidated Funds are included in the Partnership’s consolidated statements of operations. ThePrior to January 1, 2016, the excess of the CLO assets over the CLO liabilities upon consolidation iswas reflected in the Partnership’s consolidated balance sheets as partners’ capital appropriated for Consolidated Funds. Net income attributable to the investors in the CLOs iswas included in net income (loss) attributable to non-controlling interests in consolidated entities in the consolidated statements of operations and partners’ capital appropriated for Consolidated Funds in the consolidated balance sheets.
On January 1, 2016, the Partnership adopted ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. ASU 2014-13 relates to reporting entities that elect to measure all eligible financial assets and financial liabilities of a consolidated collateralized financing entity at fair value. The Partnership's consolidated CLOs are consolidated collateralized financing entities for which the Partnership has measured financial assets and financial liabilities at fair value. ASU 2014-13 provides the option for a reporting entity to initially measure both the financial assets and financial liabilities using the fair value of either the financial assets or financial liabilities, whichever is more observable. In adopting this guidance on January 1, 2016, the Partnership applied the modified retrospective method by recording a cumulative effect adjustment to appropriated partners' capital of $2.0 million as of January 1, 2016. As a result of applying this adoption method, prior periods have not been impacted. The adoption of this guidance did not have an impact on net income attributable to Carlyle Holdings or to net income attributable to the Partnership.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Partnership’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on performance fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements and the resulting impact on performance fees. Actual results could differ from these estimates and such differences could be material.
Business Combinations
The Partnership accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration obligations that are elements of consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination are expensed.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Revenue Recognition
Fund Management Fees
The Partnership provides management services to funds in which it holds a general partner interest or has a management agreement. For corporate private equity, certain global market strategies funds and real assets funds, management fees are calculated based on (a) limited partners’ capital commitments to the funds, (b) limited partners’ remaining capital invested in the funds at cost or at the lower of cost or aggregate remaining fair value, (c) gross assets, excluding cash and cash equivalents or (d) the net asset value (“NAV”) of certain of the funds, less offsets for the non-affiliated limited partners’ share of transaction advisory and portfolio fees earned, as defined in the respective partnership agreements.
Management fees for corporate private equity,For closed-end carry funds in the global market strategies segmentCorporate Private Equity, Real Assets and real assets fundsGlobal Credit segments, management fees generally range from 1%1.0% to 2%2.0% of commitments during the fund's investment period ofbased on limited partners' capital commitments to the relevant fund.funds. Following the expiration or termination of the investment period, of such funds, the management fees generally step-down to between 0.6% and 2.0% generallyare based on the lower of cost or fair value of invested capital invested; however,and the rate charged may also be reduced to between 0.6% and 2.0%. For certain of ourseparately managed accounts baseand longer-dated carry funds, with expected terms greater than ten years, management fees generally range from 0.2% to 1.0% based on contributions for unrealized investments or the current value of the investment at all times.investment. The Partnership will receive management fees for corporate private equity and real assets funds during a specified period of time, which is generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended for successive one year periods, typically up to a maximum of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements, these fees are generally
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
called semi-annually in advance and are recognized as earned over the subsequent six month period.
For certain global market strategieslonger-dated carry funds, management fees are calculated based on assets under managementcalled quarterly over the life of the funds with generally lower fee rates. Hedge funds typically pay management fees quarterly that generally range from 1.5% to 2.0% of NAV per year. The mutual fund will generally pay management fees of 0.75% per year of daily net asset value. Management feesfunds.
Within the Global Credit segment, for the business development companies are due quarterly in arrears at annual rates that range from 0.25% to 1.0% of gross assets, excluding cash and cash equivalents. Management fees for the CLOs and other structured products, typicallymanagement fees generally range from 0.15%0.3% to 1.0%0.6% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are due quarterly or semi-annually based on the terms and recognized over the respective period. Management fees for the CLOs/CLOs and other structured products and credit opportunities are governed by indentures and collateral management agreements. The Partnership will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally five to ten years after issuance. Open-ended funds typically do not have stated termination dates.Management fees for the business development companies are due quarterly in arrears at annual rates that range from 0.25% to 1.5% of gross assets, excluding cash and cash equivalents.
Management fees for ourthe Partnership's private equity and real estate carry fund of funds vehicles in the Investment Solutions segment generally range from 0.3%0.25% to 1.0% on the vehicle’s capital commitments during the commitment fee period of the relevant fund or the weighted-average investment period of the underlying funds. Following the expiration of the commitment fee period or weighted-average investment period of such funds, the management fees generally range from 0.3%0.25% to 1.0% on (i) the lower of cost or fair value of the capital invested, (ii) the net asset value for unrealized investments, or (iii) the contributions for unrealized investments. Theinvestments; however, certain separately managed accounts earn management fees at all times on contributions for our fund of hedge fund vehicles generally range from 0.2% to 1.5% of net asset value.unrealized investments or on the initial commitment amount. Management fees for ourthe Investment Solutions segmentcarry fund vehicles are generally due quarterly and recognized over the related quarter.
The Partnership also provides transaction advisory and portfolio advisory services to the Portfolio Companies,portfolio companies, and where covered by separate contractual agreements, recognizes fees for these services when the service has been provided and collection is reasonably assured. Fund management fees includes transaction and portfolio advisory fees of $73.3$43.6 million, $50.6$47.8 million and $49.5 million$25.2 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively, net of any offsets as defined in the respective partnership agreements. Fund management fees exclude the reimbursement of any partnership expenses paid by the Partnership on behalf of the Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of investments, and other fund administrative expenses.
Performance Fees
Performance fees consist principally of the performance-based capital allocation of profits from certain of the fundsfund limited partners to which the Partnership is entitled (commonly known as carried interest)"carried interest"). The
For closed-end carry funds in the Corporate Private Equity, Real Assets and Global Credit segments, the Partnership is generally entitled to a 20% allocation (or 10% to 20% on certain longer-dated carry funds, certain credit funds, and external coinvestmentco-investment vehicles, with some earning no carried interest, or approximately 2% to 10% in the case offor most of the Partnership’srecent Investment Solutions carry fund of funds vehicles) of the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally 8%7% to 9% (or 4% to 7% for certain longer-dated carry funds) and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement) from its corporate private equity and real assets funds and closed-end carry funds in the global market strategies segment.. Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each respective partnership agreement. The Partnership recognizes revenues attributable to performance fees based upon the amount that would be due pursuant to the fund partnership agreement
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
at each period end as if the funds were terminated at that date. Accordingly, the amount recognized as performance fees reflects the Partnership’s share of the gains and losses of the associated funds’ underlying investments measured at their then-current fair values.values relative to the fair values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return and (iv) the Partnership has decided to collect carry rather than return additional capital to limited partner investors. Realized carried interest may be required to be returned by the Partnership in future periods if the funds’ investment values decline below certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance fees are reversed. In all cases, each fund is considered separately in this regard, and for a given fund, performance fees can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments at their then current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established for the potential giveback obligation. As of December 31, 20142017 and 2013,2016, the Partnership has recognized $104.4$66.8 million and $39.6$160.8 million, respectively, for giveback obligations.
In addition
The Carlyle Group L.P.
Notes to its performance fees from its corporate private equity and real assets funds and closed-end carry funds in the global market strategies segment, theConsolidated Financial Statements
The Partnership is also entitled to receive performance fees pursuant to management contracts from certain of its global market strategiesGlobal Credit funds and fund of funds vehicles when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, performance fees are recognized when the performance benchmark has been achieved, and are included in performance fees in the accompanying consolidated statements of operations.
Investment Income (Loss)
Investment income (loss) represents the unrealized and realized gains and losses resulting from the Partnership’s equity method investments and other principal investments.investments, including CLOs. Equity method investment income (loss) includes the related amortization of the basis difference between the Partnership’s carrying value of its investment and the Partnership’s share of underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by the Partnership to employees of its equity method investee.investee, as it relates to its investment in NGP (see Note 5). Investment income (loss) is realized when the Partnership redeems all or a portion of its investment or when the Partnership receives or is due cash income, such as dividends or distributions. Unrealized investment income (loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.
Interest Income
Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest income in future periods. Interest income earned by the Partnership is included in interest and other income in the accompanying consolidated statements of operations. Interest income of the Consolidated Funds was $864.9$167.3 million, $876.8$140.4 million and $772.8$873.1 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively, and is included in interest and other income of Consolidated Funds in the accompanying consolidated statements of operations.
Compensation and Benefits
Base Compensation – Base compensation includes salaries, bonuses (discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle employees. Bonuses are accrued over the service period to which they relate.
Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards to Carlyle employees is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards not expected to vest.basis. The compensation expense for awards that do not require future service is recognized immediately. Upon the end of the service period, compensation expense is adjusted to account for the actual forfeiture rate. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses.expenses, except to the extent they are recognized as part of our equity method earnings because they are issued to employees of our equity method investees. The grant-date fair value of equity-based awards granted to Carlyle’s non-employee directors is expensed on a straight-line basis over the
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
vesting period. The cost of services received in exchange for an equity-based award issued to consultantsnon-employees who are not directors is measured at each vesting date, and is not measured based on the grant-date fair value of the award unless the award is vested at the grant date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period adjusted for estimated forfeitures of awards not expected to vest, based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. Accordingly, the measured value of the award will not be finalized until the vesting date.
On January 1, 2017, the Partnership adopted ASU 2016-9, Compensation - Stock Compensation (Topic 718). In accordance with ASU 2016-9, the Partnership elected to recognize equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Partnership is required to recognize prospectively all excess tax benefits and deficiencies as income tax benefit or expense in the statement of operations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Performance Fee Related Compensation – A portion of the performance fees earned is due to employees and advisors of the Partnership. These amounts are accounted for as compensation expense in conjunction with the recognition of the related performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Accordingly, upon anya reversal of performance fee revenue, the related compensation expense, if any, is also reversed. As of December 31, 20142017 and 2013,2016, the Partnership had recorded a liability of $1.8$1.9 billion and $1.7$1.3 billion, respectively, related to the portion of accrued performance fees due to employees and advisors, which was included in accrued compensation and benefits in the accompanying consolidated financial statements.
Income Taxes
For periods prior to the reorganization and initial public offering in May 2012, no provision was made for U.S. federal income taxes in the consolidated financial statements since the profits and losses were allocated to the senior Carlyle professionals who were individually responsible for reporting such amounts. During those periods, based on applicable foreign, state and local tax laws, a provision for income taxes was recorded for certain entities.
For periods subsequent to the reorganization and initial public offering in May 2012, certainCertain of the wholly-owned subsidiaries of the Partnership and the Carlyle Holdings partnerships are subject to federal, state, local and foreign corporate income taxes at the entity level and the related tax provision attributable to the Partnership’s share of this income is reflected in the consolidated financial statements. Based on applicable federal, foreign, state and local tax laws, the Partnership records a provision for income taxes for certain entities. Tax positions taken by the Partnership are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities.
The Partnership accounts for income taxes under the provisions of Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), using the asset and liability method. ASC 740method, which requires the recognition of deferred tax liabilitiesassets and assetsliabilities for the expected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change in the provision for income taxes. For instance, in December 2017, new corporate federal income tax rates were enacted, which impacted the Partnership's deferred tax assets and liabilities. See Note 11 for more information on the newly enacted corporate federal income tax rates. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Partnership’s gross deferred tax assets when it is “moremore likely than not”not that such asset will not be realized. When evaluating the realizability of the Partnership’s deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “moremore likely than not”not to be sustained upon examination. The Partnership analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the consolidated financial statements. The Partnership recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Tax Receivable Agreement
Exchanges of Carlyle Holdings partnership units for the Partnership’s common units that are executed by the limited partners of the Carlyle Holdings partnerships result in transfers of and increases in the tax basis of the tangible and intangible assets of Carlyle Holdings, primarily attributable to a portion of the goodwill inherent in the business. These transfers and increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
certain of the Partnership’s subsidiaries, including Carlyle Holdings I GP Inc., which are referred to as the “corporate taxpayers,” would otherwise be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The Partnership has entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships whereby the corporate taxpayers have agreed to pay to the limited partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax or foreign or franchise tax that the corporate taxpayers realize as a result of these increases in tax basis and, in limited cases, transfers or prior increases in tax basis. The corporate taxpayers expect to benefit from the remaining 15% of cash tax savings, if any, in income tax they realize. Payments under the tax receivable agreement will be based on the tax reporting positions that the Partnership will determine. The corporate taxpayers will not be reimbursed for any payments previously made under the tax receivable agreement if a tax basis increase is successfully challenged by the Internal Revenue Service.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The Partnership records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange. To the extent that the Partnership estimates that the corporate taxpayers will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, its expectation of future earnings, the Partnership will reduce the deferred tax asset with a valuation allowance and will assess the probability that the related liability owed under the tax receivable agreement will be paid. The Partnership records 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the tax receivable agreement, which is included in due to affiliates in the accompanying consolidated financial statements. The remaining 15% of the estimated realizable tax benefit is initially recorded as an increase to the Partnership’s partners’ capital.
All of the effects to the deferred tax asset of changes in any of the Partnership’s estimates after the tax year of the exchange will be reflected in the provision for income taxes. Similarly, the effect of subsequent changes in the enacted tax rates will be reflected in the provision for income taxes.
Non-controlling Interests
Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third partythird-party investors. These interests are adjusted for general partner allocations and by subscriptions and redemptions in hedge funds which occur during the reporting period. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a subsidiary are recorded as a direct charge to partners’ capital.
Non-controlling interests related to hedge funds are subject to quarterly or monthly redemption by investors in these funds following the expiration of a specified period of time, or may be withdrawn subject to a redemption fee during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemption rights, amounts relating to third-party interests in such consolidated funds are presented as redeemable non-controlling interests in consolidated entities within the consolidated balance sheets. When redeemable amounts become contractually payable to investors, they are classified as a liability and included in other liabilities of Consolidated Funds in the consolidated balance sheets.
Non-controlling interests in Carlyle Holdings relate to the ownership interests of the other limited partners of the Carlyle Holdings partnerships. The Partnership, through wholly-owned subsidiaries, is the sole general partner of Carlyle Holdings. Accordingly, the Partnership consolidates Carlyle Holdings into its consolidated financial statements, and the other ownership interests in Carlyle Holdings are reflected as non-controlling interests in the Partnership’s consolidated financial statements. Any change to the Partnership’s ownership interest in Carlyle Holdings while it retains the controlling financial interest in Carlyle Holdings is accounted for as a transaction within partners’ capital as a reallocation of ownership interests in Carlyle Holdings.
Earnings Per Common Unit
The Partnership computes earnings per common unit in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common unit is calculated by dividing net income (loss) attributable to the common units of the Partnership by the weighted-average number of common units outstanding for the period. Diluted earnings per common unit reflects the assumed conversion of all dilutive securities. Net income (loss) attributable to the common units excludes net income (loss) and dividends attributable to any participating securities under the two-class method of ASC 260.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Investments
Investments include (i) the Partnership’s ownership interests (typically general partner interests) in the Funds, (ii) strategic investments made by the Partnership (both of which are accounted for as equity method investments), (iii) the investments held by the Consolidated Funds (all of which(which are presented at fair value in the Partnership’s consolidated financial statements), (iii) strategic investments made by the Partnership and (iv) certain credit-oriented investments.investments, including investments in the CLOs (which are accounted for as trading securities).
The valuation procedures utilized for investments of the Funds vary depending on the nature of the investment. The fair value of investments in publicly-traded securities is based on the closing price of the security with adjustments to reflect appropriate discounts if the securities are subject to restrictions.
The fair value of non-equity securities or other investments, which may include instruments that are not listed on an exchange, considers, among other factors, external pricing sources, such as dealer quotes or independent pricing services, recent trading activity or other information that, in the opinion of the Partnership, may not have been reflected in pricing obtained from external sources.
When valuing private securities or assets without readily determinable market prices, the Partnership gives consideration to operating results, financial condition, economic and/or market events, recent sales prices and other pertinent information. These valuation procedures may vary by investment, but include such techniques as comparable public market
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
valuation, comparable acquisition valuation and discounted cash flow analysis. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material. Furthermore, there is no assurance that, upon liquidation, the Partnership will realize the values presented herein.
Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out basis. Securities transactions are recorded on a trade date basis.
Equity-Method Investments
The Partnership accounts for all investments in which it has or is otherwise presumed to have significant influence, including investments in the unconsolidated Funds and strategic investments, using the equity method of accounting. The carrying value of equity-method investments is determined based on amounts invested by the Partnership, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreement, less distributions received. The Partnership evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Cash and Cash Equivalents
Cash and cash equivalents include cash held at banks and cash held for distributions, including temporary investments with original maturities of less than three months when purchased. Included in cash and cash equivalents is cash withheld from carried interest distributions for potential giveback obligations of $29.9 million and $55.2 million at December 31, 2014 and 2013, respectively.
Cash and Cash Equivalents Held at Consolidated Funds
Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Partnership.
Restricted Cash
In addition to the unrestricted cash held for potential giveback obligations discussed above, the Partnership is required to withhold a certain portion of the carried interest proceeds from one of its Corporate Private Equity funds to provide a reserve for potential giveback obligations. In connection with this agreement, cash and cash equivalents of $13.2 million is included in restricted cash at December 31, 2014 and 2013. Restricted cash at December 31, 2014 and 2013 also includes $8.7 million and $89.2 million, respectively, of cash received on behalf of certain non-consolidated Carlyle funds that was paid out in January 2015 and 2014, respectively. Also included in restricted cash at December 31, 2014 and 2013 is €4.4 million ($5.4 million and $6.1 million as of December 31, 2014 and 2013, respectively) in escrow related to a tax contingency at one of the Partnership’s
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
real estate funds (see Note 11). The remaining balance in restricted cash at December 31, 2014 and 2013 primarily represents cash held by the Partnership’sPartnership's foreign subsidiaries due to certain government regulatory capital requirements.requirements as well as certain amounts held on behalf of Carlyle funds.
Restricted Cash and Securities of Consolidated FundsCorporate Treasury Investments
Certain CLOs receive cash from various counterparties to satisfy collateral requirements on derivative transactions. Cash received to satisfy these collateral requirements of $2.3 million and $13.4 million is includedCorporate treasury investments represent investments in restricted cash and securities of Consolidated Funds at December 31, 2014 and 2013, respectively.
Certain CLOs hold U.S. Treasury notes, Obligation Assimilable du Tresor Securities (“OATS”) Strips and corporate bondsgovernment agency obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than three months when purchased. These investments are accounted for as collateral for specific classes of loans payabletrading securities in which changes in the CLOs. Asfair value of December 31, 2014each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through interest and 2013, securities of $12.6 million and $12.3 million, respectively, are includedother income.
Derivative Instruments
The Partnership uses derivative instruments primarily to reduce its exposure to changes in restricted cash and securities of Consolidated Funds.
Derivative Instruments
foreign currency exchange rates. Derivative instruments are recognized at fair value in the consolidated balance sheets with changes in fair value recognized in the consolidated statements of operations for all derivatives not designated as hedging instruments. For all derivatives where hedge accounting is applied, effectiveness testing and other procedures to assess the ongoing validity of the hedges are performed at least quarterly. For instruments designated as cash flow hedges, the Partnership records changes in the estimated fair value of the derivative, to the extent that the hedging relationship is effective, in other comprehensive income (loss). If the hedging relationship for a derivative is determined to be ineffective, due to changes in the hedging instrument or the hedged items, the fair value of the portion of the hedging relationship determined to be ineffective will be recognized as a gain or loss in the consolidated statements of operations.
Fixed Assets
Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other fixed assets. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Intangible Assets and Goodwill
The Partnership’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
over their estimated useful lives, which range from threefive to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.
Deferred Revenue
Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not yet been earned.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). The Partnership’s accumulated other comprehensive income (loss) is comprised of unrealized gains and losses on cash flow hedges, foreign currency translation adjustments and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive income (loss) as of December 31, 20142017 and 20132016 were as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Unrealized losses on cash flow hedge instruments | $ | (0.9 | ) | | $ | (1.0 | ) | |
| Currency translation adjustments | (35.8 | ) | | (8.5 | ) | $ | (68.8 | ) | | $ | (91.7 | ) |
| Unrealized losses on defined benefit plans | (2.3 | ) | | (1.7 | ) | (3.9 | ) | | (3.5 | ) |
| Total | $ | (39.0 | ) | | $ | (11.2 | ) | $ | (72.7 | ) | | $ | (95.2 | ) |
Foreign Currency Translation
Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency (gains) losses resulting from transactions outside of the functional currency of an entity of $8.8$(3.9) million, $6.3$(26.3) million and $4.2$2.5 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively, are included in general, administrative and other expenses in the consolidated statements of operations.
Recent Accounting Pronouncements
On February 18, 2015,In August 2017, the FASB issued ASU 2015-2,2017-12, ConsolidationDerivatives and Hedging (Topic 820): Amendments815) - Targeted Improvements to the Consolidation AnalysisAccounting for Hedging Activities. ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model,2017-12, among other things, (i) modifiespermits hedge accounting for risk components in hedging relationships to now involve nonfinancial risk components and requires an entity to present the evaluationearnings effect of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifieshedging instrument in the consolidation analysissame income statement line item in which the earnings effect of reporting entities that are involved with VIEs through fee arrangements and related party relationships. Thisthe hedge item is reported. The guidance in ASU 2015-2 is effective for the Partnership beginning on January 1, 2019 and requires cash flow hedges and net investment hedges existing at the date of adoption to apply a cumulative effect adjustment to eliminate the measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of partners’ capital as of the beginning of the fiscal year that an entity adopts the guidance. The amended presentation and disclosure guidance is required only prospectively. Early adoption is permitted. While the Partnership is still assessing the guidance in ASU 2017-12, it does not expect the impact of this guidance to be material.
In January 2017, the FASB issued ASU 2017-1, Business Combinations (Topic 805) - Clarifying the Definition of a Business. ASU 2017-01 changes the criteria for determining whether a group of assets acquired is a business. Specifically, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired would not be considered a business. The guidance is effective for the Partnership on January 1, 2018 and is required to be applied prospectively, however, early adoption is permitted. This guidance will impact the Partnership's analysis of the accounting for any future acquisitions occurring after the date of adoption.
In January 2017, the FASB issued ASU 2017-4, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies an entity’s annual goodwill test for impairment by eliminating the requirement to calculate the implied fair value of goodwill, and instead an entity should compare the fair value of a reporting
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
unit with its carrying amount. The impairment charge will then be the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity would still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for the Partnership on January 1, 2020 and requires the guidance to be applied using a prospective transition method. Early adoption is permitted. The Partnership does not expect the impact of this guidance to be material.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 clarifies the presentation of restricted cash in the statement of cash flows by requiring the amounts described as restricted cash be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. If cash and cash equivalents and restricted cash are presented separately on the statement of financial position, a reconciliation of these separate line items to the total cash amount included in the statement of cash flows will be required either in the footnotes or on the face of the statement of cash flows. The guidance is effective for the Partnership on January 1, 2018 and ASU 2016-18 requires the guidance to be applied using a retrospective transition method. Early adoption is permitted; however, the Partnership will reflect this change in presentation of restricted cash in its first quarter 2018 consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the classification of several discrete cash flow issues, including the treatment of cash distributions from equity method investments. The guidance is effective for the Partnership on January 1, 2018 and ASU 2016-15 requires the guidance to be applied using a retrospective transition method. Early adoption is permitted, provided that all of the amendments for all of the topics are adopted in the same period. The Partnership does not expect the impact of this guidance to its consolidated statements of cash flows to be material.
In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, GAAP requires an "incurred loss" methodology that delays recognition until it is probable a loss has been incurred. Under the new standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The income statement will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This provision of the guidance requires a modified retrospective transition method and will result in a cumulative-effect adjustment in retained earnings upon adoption. This guidance is effective for the Partnership on January 1, 2020 and early adoption is permitted. The Partnership is currently assessing the potential impact thatof this guidance will have on its consolidated financial statements.guidance.
In August 2014,March 2016, the FASB issued ASU 2014-13,2016-9, ConsolidationCompensation - Stock Compensation (Topic 810)718): MeasuringImprovements to Employee Share-Based Payment Accounting. ASU 2016-9 changes certain aspects of accounting for share-based payments to employees. ASU 2016-9 requires the Financial Assets andincome tax effects of awards to be recognized through the Financial Liabilities of a Consolidated Collateralized Financing Entity. ASU 2014-13 relatesincome statement when the awards vest or are settled. Previously, an entity was required to reporting entities that elect to measure all eligible financial assets and financial liabilities of a consolidated collateralized financing entity at fair value. Under the Partnership's current practice,determine for each award whether the difference between the fairdeduction for tax purposes and the compensation cost recognized for financial reporting purposes resulted in either an excess tax benefit or a tax deficiency. Excess tax benefits were recognized in partners’ capital, while tax deficiencies were recognized as an offset to accumulated excess tax benefits or in the income statement. Under ASU 2016-9, all excess tax benefits and tax deficiencies are required to be recognized as income tax benefit or expense in the income statement. This provision of the guidance is required to be applied prospectively. Additionally, ASU 2016-9 allows an employer to withhold employee shares upon vest up to maximum statutory tax rates without causing an award to be classified as a liability. This provision of the guidance requires a modified retrospective transition method. Finally, the previous equity-based compensation guidance required cost to be measured based on the number of awards that are expected to vest. Under ASU 2016-9, an accounting policy election can be made to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance was effective for the Partnership on January 1, 2017. The Partnership adopted this guidance on that date by recording an adjustment for the cumulative effect of adoption in partners' capital on January 1, 2017. The impact of the adjustment was not material to total partners' capital.
In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). ASU 2016-2 requires lessees to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and a lease liability. The lease liability will be measured at the present value of the financial assetslease payments and the fairright-of-use asset will be based on the lease liability value, of the financial liabilities issubject to adjustments. Leases can be classified within partners’ capital appropriated for Consolidated Funds. ASU 2014-13 requires the reporting entity to initially measure both the financial assets and financial liabilities using the fair value of the financial assetsas either operating leases or financial liabilities, whichever is more observable. As afinance leases. Operating leases will result the reporting entityin straight-line lease expense, while finance leases will no longer have a difference to report within appropriated partners’ capital.result in front-loaded expense. This guidance is effective for the Partnership on
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
January 1, 2016.2019 and ASU 2016-2 requires the guidance to be applied using a modified retrospective method. Early adoption is permitted. The Partnership’s consolidated CLOs are consolidated collateralized financing entities for whichPartnership is currently assessing the Partnership has measured financialpotential impact of this guidance, however, the Partnership's total assets and financialtotal liabilities at fair value. The guidance is expected to change the measurementon its consolidated balance sheet will increase upon adoption of the financial assets or financial liabilities of the Partnership's consolidated CLOs, which will impact net income but not impact net income attributable to the Partnership. Upon adoption, substantially all the balance within partners' capital appropriated for Consolidated Funds will be reclassified to investments of Consolidated Funds or loans payable of Consolidated Funds. At December 31, 2014, partners' capital appropriated for Consolidated Funds was $184.5 million.this guidance.
In May 2014, theThe FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606).(“ASU 2014-9”) in May 2014 and subsequently issued several amendments to the standard. ASU 2014-9, providesand related amendments, provide comprehensive guidance for recognizing revenue from contracts with customers. Entities will be able to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. The guidance in ASU 2014-9, is effective for the
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Partnership beginning on January 1, 2017. The Partnership is still assessing the potential impact of this guidance, however, this may have a material impact on the Partnership's consolidated financial statements by significantly delaying the recognition of performance fee revenue.
In June 2013, the FASB issued ASU 2013-8, Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. ASU 2013-8 provides additional guidance on the characteristics necessary to qualify as an investment company. The Partnership currently consolidates entities that are investment companies and the Partnership retains the specialized accounting for those investment companies in its consolidated financial statements. The guidance in ASU 2013-8 wasrelated amendments, is effective for the Partnership beginning on January 1, 2014. The2018, and the Partnership adopted this guidance ason that date.
Upon adoption of January 1, 2014. The adoption did not haveASU 2014-9, performance fees that represent a material impact on the Partnership’s consolidated financial statements.
3. Acquisitions
Acquisition of Diversified Global Asset Management Corporation
On February 3, 2014,performance-based capital allocation from fund limited partners to the Partnership acquired 100%(commonly known as “carried interest”, which comprised over 90% of the equity interests in DGAM, a Toronto, Canada-based alternative investment manager with $2.9 billion in fee-earning assets under management. AsPartnership's performance fee revenues for each of February 3, 2014, DGAM also advised on $3.6 billion in assets, for which it earns a nominal advisory fee. The purchase price consisted of approximately $8.0 million in cash and 662,134 newly issued common units (approximately $23.1 million). The transaction also included contingent compensation of up to $23.7 million in cash and $47.3 million in common units, which are issuable through 2021 upon the achievement of certain performance and service-based requirements. The Partnership consolidated the financial position and results of operations of DGAM effective February 3, 2014 and accounted for this transaction as a business combination. DGAM is the Partnership’s fund of hedge funds platform and is included in the Partnership’s Investment Solutions business segment. In connection with this transaction, the Partnership incurred approximately $1.3 million of acquisition costs that were recorded as expenses.
The acquisition-date fair value of the consideration transferred for the DGAM acquisition, and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date are as follows (Dollars in millions):
|
| | | |
| Acquisition-date fair value of consideration transferred |
|
| Cash | $ | 8.0 |
|
| The Carlyle Group L.P. common units | 23.1 |
|
| Total | $ | 31.1 |
|
| Estimated fair value of assets acquired and liabilities assumed |
|
| Cash | $ | 4.9 |
|
| Other assets | 3.9 |
|
| Finite-lived intangible assets - contractual rights | 29.0 |
|
| Goodwill | 8.6 |
|
| Deferred tax liabilities | (7.7 | ) |
| Other liabilities | (7.6 | ) |
| Total | $ | 31.1 |
|
The finite-lived intangible assets are amortized over a seven-year period.
The Partnership recognized a dilution in partners’ capital associated with the issuance of Carlyle common units and the portion of this transaction allocable to the non-controlling interests in Carlyle Holdings. The effect of the dilution was an increase to non-controlling interests in Carlyle Holdings of approximately $19.4 million and a corresponding decrease to partners’ capital.
The amount of revenue and earnings of DGAM recognized since the acquisition date and the pro forma impact to the Partnership’s consolidated financial results for the the years ended December 31, 20142017, 2016 and 2013,2015) will be accounted for as ifearnings from financial assets within the acquisition had been consummated asscope of January 1, 2013, wereASC 323, Investments - Equity Method and Joint Ventures, and therefore will not significant.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The fair value of The Carlyle Group L.P. common units issued as considerationbe in the transaction wasscope of ASU 2014-9. In accordance with ASC 323, the Partnership will record equity method income (losses) as a component of investment income based on the quoted pricechange in our proportionate claim on net assets of the Partnership’s common unitsinvestment fund, including performance-based capital allocations, assuming the investment fund was liquidated as of each reporting date pursuant to each fund's governing agreements. The Partnership will apply this change in accounting on the NASDAQ exchange at closing.a full retrospective basis. This fair value measurement was based on inputs that are directly observable and thus representedchange in accounting will result in a Level I measurement as definedreclassification from performance fee revenues to investment income (losses).
The Partnership is currently in the accounting guidanceprocess of implementing ASU 2014-9 and its related amendments. The Partnership does not expect significant changes to our historical pattern of recognizing revenue for fair value measurement.
Acquisitionmanagement fees and performance fees (both for arrangements within the scope of Metropolitan Real Estate Equity Management
On November 1, 2013,ASC 323 and arrangements within the scope of ASU 2014-9). Additionally, while the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract basis, the Partnership acquired 100% ofexpects that the equity interests in Metropolitan Real Estate Equity Management, LLC (“Metropolitan”), a global manager of real estatecustomer will generally be the investment fund of funds with more than $2.6 billion in capital commitments at the acquisition date. The purchase price consisted of approximately $12.8 million in cashfor our significant management and 67,338 newly issued common units (approximately $2.1 million). The transaction also included contingent consideration that is payable through 2018 upon the achievement of performance conditions of up to $5.0 million in cash and common units equivalent to $10.0 million at the time of vesting. Additionally, the transaction included compensation of 52,889 newly issued Carlyle Holdings partnership units (approximately $1.6 million) that vest ratably over a period of 5 years, up to $10.4 million of cash payable through 2018 basedadvisory contracts. Also, certain costs incurred on the achievement of performance conditions, and $10.6 million and $10.0 millionbehalf of Carlyle Holdings partnership unitsfunds, primarily travel and common units, respectively,entertainment costs, that are issuable through 2023 based on the achievement of performance conditions and time vesting. The Partnershipwere previously presented net in our consolidated the financial position and resultsstatements of operations of Metropolitan effective Novemberwill be presented gross beginning January 1, 2013 and accounted for this transaction as a business combination. Metropolitan is included in the Partnership’s Investment Solutions business segment.
See Note 3 to the consolidated financial statements included in the Partnership’s 2013 Annual Report on Form 10-K for additional information on the Metropolitan acquisition.
Acquisition of Remaining 40% Equity Interest in AlpInvest
On August 1, 2013, Carlyle Holdings, a controlled subsidiary of2018. Finally, the Partnership acquiredwill apply the remaining 40% equity interest in AlpInvestmodified retrospective method for an aggregate of 2,887,970 newly issued common units of the Partnership (approximately $80.8 million)adopting ASU 2014-9 and approximately €4.5 million in cash (approximately $6.0 million). Of the 2,887,970 common units issued in this transaction, 914,087 common units (approximately $25.5 million) were issued to AlpInvest sellers who are employees of the Partnership and are subject to vesting over a period up to 5 years (see Note 16). The remaining 1,973,883 common units issued in the transaction (approximately $55.3 million) were not subject to any vesting conditions. The Partnership accounted for this transaction as an acquisition of ownership interests in a subsidiary while retaining a controlling interest in the subsidiary. Accordingly, the carrying value of the non-controlling interest was adjusted to reflect the change in the ownership interests in AlpInvest. The excess of the fair value of the consideration paid by the Partnership (excluding any elements of the transaction deemed to be compensatory) over the carrying amount of the non-controlling interest acquired was recognized directly as a reduction to partners’ capital.its related amendments.
See Note 3 to the consolidated financial statements included in the Partnership’s 2013 Annual Report on Form 10-K for additional information on the acquisition of the remaining 40% equity interest in AlpInvest.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
4.3. Fair Value Measurement
The fair value measurement accounting guidance establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I – inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. The Partnership does not adjust the quoted price for these instruments, even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Investments in hedge funds are classified in this category when their net asset value is redeemable without significant restriction.
Level III – inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs. Investments in fund of funds are generally included in this category.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2017:
|
| | | | | | | | | | | | | | | |
| (Dollars in millions) | Level I |
| Level II |
| Level III |
| Total |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | — |
| | $ | — |
| | $ | 7.9 |
| | $ | 7.9 |
|
| Bonds | — |
| | — |
| | 413.4 |
| | 413.4 |
|
| Loans | — |
| | — |
| | 4,112.7 |
| | 4,112.7 |
|
| Other | — |
| | — |
| | 0.3 |
| | 0.3 |
|
| | — |
| | — |
| | 4,534.3 |
| | 4,534.3 |
|
| Investments in CLOs and other | — |
| | — |
| | 405.4 |
| | 405.4 |
|
| Corporate treasury investments | | | | | | | |
| Bonds | — |
| | 194.1 |
| | — |
| | 194.1 |
|
| Commercial paper and other | — |
| | 182.2 |
| | — |
| | 182.2 |
|
| | — |
| | 376.3 |
| | — |
| | 376.3 |
|
| Foreign currency forward contracts | — |
| | 0.4 |
| | — |
| | 0.4 |
|
| Total | $ | — |
| | $ | 376.7 |
| | $ | 4,939.7 |
| | $ | 5,316.4 |
|
| Liabilities | | | | | | | |
Loans payable of Consolidated Funds(1) | $ | — |
| | $ | — |
| | $ | 4,303.8 |
| | $ | 4,303.8 |
|
| Contingent consideration | — |
| | — |
| | 1.0 |
| | 1.0 |
|
| Foreign currency forward contracts | — |
| | 1.2 |
| | — |
| | 1.2 |
|
| Total | $ | — |
| | $ | 1.2 |
| | $ | 4,304.8 |
| | $ | 4,306.0 |
|
| |
| (1) | Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership and (ii) the carrying value of any beneficial interests that represent compensation for services. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2014:2016:
| | | (Dollars in millions) | Level I |
| Level II |
| Level III |
| Total | Level I | | Level II | | Level III | | Total |
| Assets | | | | | | | | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | | | | | | | | |
| Equity securities | $ | 346.8 |
| | $ | 156.8 |
| | $ | 1,968.5 |
| | $ | 2,472.1 |
| $ | — |
| | $ | — |
| | $ | 10.3 |
| | $ | 10.3 |
|
| Bonds | — |
| | — |
| | 1,235.8 |
| | 1,235.8 |
| — |
| | — |
| | 396.4 |
| | 396.4 |
|
| Loans | — |
| | — |
| | 15,084.9 |
| | 15,084.9 |
| — |
| | — |
| | 3,485.6 |
| | 3,485.6 |
|
Partnership and LLC interests(1) | — |
| | — |
| | 3,481.0 |
| | 3,481.0 |
| |
| Hedge funds | — |
| | 3,753.5 |
| | — |
| | 3,753.5 |
| |
| Other | — |
| | — |
| | 1.5 |
| | 1.5 |
| — |
| | — |
| | 1.4 |
| | 1.4 |
|
| | 346.8 |
| | 3,910.3 |
| | 21,771.7 |
| | 26,028.8 |
| — |
| | — |
| | 3,893.7 |
| | 3,893.7 |
|
| Trading securities | — |
| | — |
| | 3.3 |
| | 3.3 |
| |
| Restricted securities of Consolidated Funds | 4.0 |
| | — |
| | 8.6 |
| | 12.6 |
| |
| Investments in CLOs and other | | — |
| | — |
| | 152.6 |
| | 152.6 |
|
| Corporate treasury investments | |
|
| |
|
| |
|
| |
|
|
| Bonds | | — |
| | 91.3 |
| | — |
| | 91.3 |
|
| Commercial paper and other | | — |
| | 98.9 |
| | — |
| | 98.9 |
|
| | | — |
| | 190.2 |
| | — |
| | 190.2 |
|
| Foreign currency forward contracts | | — |
| | 2.5 |
| | — |
| | 2.5 |
|
| Total | $ | 350.8 |
| | $ | 3,910.3 |
| | $ | 21,783.6 |
| | $ | 26,044.7 |
| $ | — |
| | $ | 192.7 |
| | $ | 4,046.3 |
| | $ | 4,239.0 |
|
| Liabilities | | | | | | | | | | | | | | |
| Loans payable of Consolidated Funds | $ | — |
| | $ | — |
| | $ | 16,052.2 |
| | $ | 16,052.2 |
| |
| Loans payable of a consolidated real estate VIE | — |
| | — |
| | 146.2 |
| | 146.2 |
| |
| Interest rate swaps | — |
| | 3.2 |
| | — |
| | 3.2 |
| |
| Derivative instruments of the CLOs | — |
| | — |
| | 17.2 |
| | 17.2 |
| |
Contingent consideration(2) | — |
| | — |
| | 51.1 |
| | 51.1 |
| |
Loans payable of Consolidated Funds(1) | | $ | — |
| | $ | — |
| | $ | 3,866.3 |
| | $ | 3,866.3 |
|
| Contingent consideration | | — |
| | — |
| | 1.5 |
| | 1.5 |
|
| Loans payable of a real estate VIE | | — |
| | — |
| | 79.4 |
| | 79.4 |
|
| Foreign currency forward contracts | | — |
| | 10.0 |
| | — |
| | 10.0 |
|
| Total | $ | — |
| | $ | 3.2 |
| | $ | 16,266.7 |
| | $ | 16,269.9 |
| $ | — |
| | $ | 10.0 |
| | $ | 3,947.2 |
| | $ | 3,957.2 |
|
| |
| (1) | Balance represents Fund Investments thatSenior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership consolidates one fiscal quarter in arrears. |
| |
(2) | Related to contingent cash and equity consideration associated with(ii) the acquisitionscarrying value of Claren Road, AlpInvest, ESG, Vermillion and Metropolitan, excluding employment-based contingent consideration (see Note 9).any beneficial interests that represent compensation for services. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2013:
|
| | | | | | | | | | | | | | | |
| (Dollars in millions) | Level I | | Level II | | Level III | | Total |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | 610.5 |
| | $ | 24.0 |
| | $ | 2,714.1 |
| | $ | 3,348.6 |
|
| Bonds | — |
| | — |
| | 1,249.5 |
| | 1,249.5 |
|
| Loans | — |
| | — |
| | 14,067.8 |
| | 14,067.8 |
|
Partnership and LLC interests(1) | — |
| | — |
| | 3,815.2 |
| | 3,815.2 |
|
| Hedge funds | — |
| | 4,403.3 |
| | — |
| | 4,403.3 |
|
| Other | — |
| | — |
| | 2.0 |
| | 2.0 |
|
| | 610.5 |
| | 4,427.3 |
| | 21,848.6 |
| | 26,886.4 |
|
| Trading securities | — |
| | — |
| | 6.9 |
| | 6.9 |
|
| Restricted securities of Consolidated Funds | 3.7 |
| | — |
| | 8.6 |
| | 12.3 |
|
| Total | $ | 614.2 |
| | $ | 4,427.3 |
| | $ | 21,864.1 |
| | $ | 26,905.6 |
|
| Liabilities | | | | | | | |
| Loans payable of Consolidated Funds | $ | — |
| | $ | — |
| | $ | 15,220.7 |
| | $ | 15,220.7 |
|
| Loans payable of a consolidated real estate VIE | — |
| | — |
| | 122.1 |
| | 122.1 |
|
| Interest rate swaps | — |
| | 6.3 |
| | — |
| | 6.3 |
|
| Derivative instruments of the CLOs | — |
| | — |
| | 13.1 |
| | 13.1 |
|
Contingent consideration(2) | — |
| | 15.7 |
| | 178.8 |
| | 194.5 |
|
| Total | $ | — |
| | $ | 22.0 |
| | $ | 15,534.7 |
| | $ | 15,556.7 |
|
| |
(1) | Balance represents Fund Investments that the Partnership consolidates one fiscal quarter in arrears. |
| |
(2) | Related to contingent cash and equity consideration associated with the acquisitions of Claren Road, AlpInvest, ESG, Vermillion and Metropolitan, excluding employment-based contingent consideration (see Note 9). |
Transfers from Level II to Level I during the year ended December 31, 2013 were due to the expiration of transferability restrictions on certain equity securities of Consolidated Funds that were classified as Level II at December 31, 2012. There were no transfers from Level II to Level I during the year ended December 31, 2014.2017 and 2016.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment valuations pursuant to the policies, methodologies and templates prepared by the Partnership’s valuation group, which is a team made up of dedicated valuation professionals reporting to the Partnership’s chief financialaccounting officer. The valuation group is responsible for maintaining the Partnership’s valuation policy and related guidance, templates and systems that are designed to be consistent with the guidance found in ASC 820, Fair Value Measurement. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which are comprised of the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review and approval by the global valuation committee, which is comprised of the Partnership’s co-executive chairman of the board, chairman emeritus, co-chief executive officers, co-presidents and co-chief operating officers, chief risk officer, chief financial officer, chief accounting officer, deputy chiefco-chief investment officer, the business segment heads, and observed by the chief compliance officer, the director of internal audit and the Partnership'sPartnership’s audit committee. Additionally, each quarter a sample of valuations are reviewed by external valuation firms.
In the absence of observable market prices, the Partnership values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described below:
Private Equity and Real Estate Investments – The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies or sales of comparable assets, and other measures which, in many cases, are unaudited at the time received. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rate (“cap rate”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., applying a key performance metric of the investment such as EBITDA or net operating income to a relevant valuation multiple or cap rate observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar models. Adjustments to observable valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for differences in size, profitability, projected growth rates, geography and capital structure if applicable. The adjustments are reviewed with each subsequent valuation to assess how the investment has evolved relative to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development milestones which are also taken into account in the valuation assessment. Option pricing models and similar tools do not currently drive a significant portion of private equity or real estate valuations and are used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.
Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury investments) are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In some instances, the Partnership may utilize other valuation techniques, including the discounted cash flow method.
CLO Investments and CLO Loans Payable – The Partnership has electedmeasures the financial liabilities of its consolidated CLOs based on the fair value option to measure the loans payable of the financial assets of its consolidated CLOs, at fair value, as the Partnership has determined that measurement ofbelieves the loans payable issued by the CLOs at fair value better correlates with the value of the financial assets held by the CLOs, which are held to provide the cash flows for the note obligations. The investments of the CLOs are also carried at fair value.
more observable. The fair values of the CLO loan and bond assets are primarily based on quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable, the assets are valued based on similar securities, market index changes, and other factors. The Partnership corroborates quotations from pricing services either with other available pricing data or with its own models. Generally, the loan and bond assets of the CLOs are not actively traded and are classified as Level III.
The fair values of the CLO loans payable and the CLO structured asset positions are determined based on both discounted cash flow analyses and third-partythird party quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third-partythird party financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to broker quotations from market makers and third party dealers.
The Partnership measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair value of the financial assets of the CLO and the beneficial interests held by the Partnership. The Partnership continues to measure the CLO loans payable that it holds at fair value based on both discounted cash flow analyses and third party quotes, as described above.
Loans Payable of a Consolidated Real Estate VIE – ThePrior to September 30, 2017, the Partnership has elected the fair value option to measure the loans payable of a consolidated real estate VIE at fair value. The fair values of the loans arewere primarily based on discounted cash flowsflow analyses, which considerconsidered the liquidity and current financial condition of the consolidated real estate VIE. These loans arewere classified as Level III.
Fund Investments – The Partnership’s investments in external funds are valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. The terms of the investments generally preclude the ability to redeem the investment. Distributions from these investments will be received as the underlying assets in the funds are liquidated, the timing of which cannot be readily determined.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The changes in financial instruments measured at fair value for which the Partnership has used Level III inputs to determine fair value are as follows (Dollars in millions):
| | | | Financial Assets Year Ended December 31, 2014 | Financial Assets Year Ended December 31, 2017 |
| Investments of Consolidated Funds | | Trading
securities
and
other | | Restricted
securities of
Consolidated
Funds | | Total | Investments of Consolidated Funds | | Investments in CLOs and other | | Total |
Equity
securities | | Bonds | | Loans | | Partnership
and LLC
interests | | Other | | Equity
securities | | Bonds | | Loans | | Other | |
| Balance, beginning of period | $ | 2,714.1 |
| | $ | 1,249.5 |
| | $ | 14,067.8 |
| | $ | 3,815.2 |
| | $ | 2.0 |
| | $ | 6.9 |
| | $ | 8.6 |
| | $ | 21,864.1 |
| $ | 10.3 |
| | $ | 396.4 |
| | $ | 3,485.6 |
| | $ | 1.4 |
| | $ | 152.6 |
| | $ | 4,046.3 |
|
Transfers in (1) | 4.5 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 4.5 |
| |
Transfers out (1) | (273.6 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (273.6 | ) | |
| Purchases | 46.4 |
| | 748.9 |
| | 8,212.4 |
| | 297.5 |
| | — |
| | — |
| | — |
| | 9,305.2 |
| 0.1 |
| | 280.6 |
| | 2,594.3 |
| | — |
| | 255.8 |
| | 3,130.8 |
|
| Sales | (618.0 | ) | | (623.1 | ) | | (2,431.9 | ) | | (1,239.7 | ) | | (0.5 | ) | | (3.7 | ) | | — |
| | (4,916.9 | ) | |
| Sales and distributions | | (27.0 | ) | | (310.9 | ) | | (1,223.9 | ) | | (3.0 | ) | | (28.2 | ) | | (1,593.0 | ) |
| Settlements | — |
| | — |
| | (3,979.6 | ) | | — |
| | — |
| | — |
| |
|
| | (3,979.6 | ) | — |
| | — |
| | (1,084.1 | ) | | — |
| | — |
| | (1,084.1 | ) |
| Realized and unrealized gains (losses), net | 95.1 |
| | (139.5 | ) | | (783.8 | ) | | 608.0 |
| | — |
| | 0.1 |
| | — |
| | (220.1 | ) | | | | | | | | | | | |
| Included in earnings | | 23.5 |
| | (7.5 | ) | | 16.6 |
| | 1.7 |
| | 12.2 |
| | 46.5 |
|
| Included in other comprehensive income | | 1.0 |
| | 54.8 |
| | 324.2 |
| | 0.2 |
| | 13.0 |
| | 393.2 |
|
| Balance, end of period | $ | 1,968.5 |
| | $ | 1,235.8 |
| | $ | 15,084.9 |
| | $ | 3,481.0 |
| | $ | 1.5 |
| | $ | 3.3 |
| | $ | 8.6 |
| | $ | 21,783.6 |
| $ | 7.9 |
| | $ | 413.4 |
| | $ | 4,112.7 |
| | $ | 0.3 |
| | $ | 405.4 |
| | $ | 4,939.7 |
|
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 71.9 |
| | $ | (11.7 | ) | | $ | (99.6 | ) | | $ | 142.7 |
| | $ | 0.8 |
| | $ | 0.1 |
| | $ | — |
| | $ | 104.2 |
| $ | 6.7 |
| | $ | (5.0 | ) | | $ | 18.5 |
| | $ | — |
| | $ | 11.3 |
| | $ | 31.5 |
|
| | | | Financial Assets Year Ended December 31, 2013 | Financial Assets Year Ended December 31, 2016 |
| | Investments of Consolidated Funds | | Trading
securities
and
other | | Restricted
securities of
Consolidated
Funds | | Total | Investments of Consolidated Funds | | Investments in CLOs and other | | Restricted
securities of
Consolidated
Funds | | Total |
| | Equity
securities | | Bonds | | Loans | | Partnership
and LLC
interests | | Other | | Equity
securities | | Bonds | | Loans | | Partnership
and LLC
interests(2) | | Other | |
| Balance, beginning of period | $ | 2,475.1 |
| | $ | 934.2 |
| | $ | 13,290.1 |
| | $ | 4,315.5 |
| | $ | 7.3 |
| | $ | 20.0 |
| | $ | — |
| | $ | 21,042.2 |
| $ | 575.3 |
| | $ | 1,180.9 |
| | $ | 15,686.7 |
| | $ | 59.6 |
| | $ | 5.0 |
| | $ | 1.4 |
| | $ | 8.7 |
| | $ | 17,517.6 |
|
| Initial consolidation of funds | — |
| | — |
| | — |
| | 60.9 |
| | 10.4 |
| | — |
| | — |
| | 71.3 |
| |
Transfers in (1) | 2.9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 8.5 |
| | 11.4 |
| |
Transfers out (1) | (12.0 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (12.0 | ) | |
Deconsolidation of funds(1) | | (562.1 | ) | | (890.7 | ) | | (13,506.9 | ) | | (74.3 | ) | | (5.0 | ) | | 123.8 |
| | (8.7 | ) | | (14,923.9 | ) |
| Purchases | 201.8 |
| | 859.7 |
| | 8,390.6 |
| | 261.5 |
| | 21.6 |
| | — |
| | — |
| | 9,735.2 |
| 12.2 |
| | 268.8 |
| | 2,446.7 |
| | 12.4 |
| | — |
| | 25.9 |
| | — |
| | 2,766.0 |
|
| Sales | (312.3 | ) | | (648.8 | ) | | (2,814.6 | ) | | (1,438.9 | ) | | (9.6 | ) | | (14.5 | ) | | — |
| | (5,238.7 | ) | |
| Sales and distributions | | (5.1 | ) | | (152.0 | ) | | (356.7 | ) | | — |
| | — |
| | (7.8 | ) | | — |
| | (521.6 | ) |
| Settlements | — |
| | — |
| | (5,248.8 | ) | | — |
| | — |
| | — |
| | — |
| | (5,248.8 | ) | — |
| | — |
| | (771.1 | ) | | — |
| | — |
| | — |
| | — |
| | (771.1 | ) |
| Realized and unrealized gains (losses), net | 358.6 |
| | 104.4 |
| | 450.5 |
| | 616.2 |
| | (27.7 | ) | | 1.4 |
| | 0.1 |
| | 1,503.5 |
| | | | | | | | | | | | | | | |
| Included in earnings | | (9.7 | ) | | 4.3 |
| | 52.7 |
| | 2.3 |
| | 1.5 |
| | 29.1 |
| | — |
| | 80.2 |
|
| Included in other comprehensive | | (0.3 | ) | | (14.9 | ) | | (65.8 | ) | | — |
| | (0.1 | ) | | (19.8 | ) | | — |
| | (100.9 | ) |
| Balance, end of period | $ | 2,714.1 |
| | $ | 1,249.5 |
| | $ | 14,067.8 |
| | $ | 3,815.2 |
| | $ | 2.0 |
| | $ | 6.9 |
| | $ | 8.6 |
| | $ | 21,864.1 |
| $ | 10.3 |
| | $ | 396.4 |
| | $ | 3,485.6 |
| | $ | — |
| | $ | 1.4 |
| | $ | 152.6 |
| | $ | — |
| | $ | 4,046.3 |
|
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 349.0 |
| | $ | 34.2 |
| | $ | 130.6 |
| | $ | (387.8 | ) | | $ | (36.1 | ) | | $ | (1.0 | ) | | $ | 0.1 |
| | $ | 89.0 |
| $ | (9.5 | ) | | $ | 2.8 |
| | $ | 41.2 |
| | $ | — |
| | $ | 1.5 |
| | $ | 29.1 |
| | $ | — |
| | $ | 65.1 |
|
| |
| (1) | Transfers intoAs a result of the adoption of ASU 2015-2 and outthe deconsolidation of Level III financial assetscertain CLOs on January 1, 2016, $123.8 million of investments that the Partnership held in those CLOs were due to changesno longer eliminated in consolidation and were included in investments in CLOs and other for the observabilityyear ended December 31, 2016. |
| |
| (2) | As a result of market inputs used in the valuationretrospective adoption of such assets. TransfersASU 2015-7, the beginning balance of Partnership and LLC interests that are measured as ofat fair value using the beginning ofNAV per share practical expedient have been revised to reflect their exclusion from the period in which the transfer occurs.fair value hierarchy. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
| | | | Financial Liabilities Year Ended December 31, 2014 | Financial Liabilities Year Ended December 31, 2017 |
| | Loans Payable
of Consolidated
Funds | | Derivative
Instruments of
Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a consolidated
real estate VIE | | Total | Loans Payable
of Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a real estate VIE | | Total |
| Balance, beginning of period | $ | 15,220.7 |
| | $ | 13.1 |
| | $ | 178.8 |
| | $ | 122.1 |
| | $ | 15,534.7 |
| $ | 3,866.3 |
| | $ | 1.5 |
| | $ | 79.4 |
| | $ | 3,947.2 |
|
| Initial consolidation of funds | 2,656.9 |
| | — |
| | — |
| | — |
| | 2,656.9 |
| |
| Borrowings | 2,251.2 |
| | — |
| | — |
| | 53.4 |
| | 2,304.6 |
| 2,314.3 |
| | — |
| | — |
| | 2,314.3 |
|
| Paydowns | (3,286.5 | ) | | — |
| | (97.9 | ) | | (87.8 | ) | | (3,472.2 | ) | (2,167.1 | ) | | (0.7 | ) | | (14.3 | ) | | (2,182.1 | ) |
| Issuances of equity | — |
| | — |
| | (1.8 | ) | | — |
| | (1.8 | ) | |
| Sales | — |
| | (4.4 | ) | | — |
| | — |
| | (4.4 | ) | |
| Deconsolidation of a real estate VIE | | — |
| | — |
| | (72.6 | ) | | (72.6 | ) |
| Realized and unrealized (gains) losses, net | (790.1 | ) | | 8.5 |
| | (28.0 | ) | | 58.5 |
| | (751.1 | ) | | | | | | | |
| Included in earnings | | (61.5 | ) | | 0.1 |
| | 3.3 |
| | (58.1 | ) |
| Included in other comprehensive income | | 351.8 |
| | 0.1 |
| | 4.2 |
| | 356.1 |
|
| Balance, end of period | $ | 16,052.2 |
| | $ | 17.2 |
| | $ | 51.1 |
| | $ | 146.2 |
| | $ | 16,266.7 |
| $ | 4,303.8 |
| | $ | 1.0 |
| | $ | — |
| | $ | 4,304.8 |
|
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | (101.8 | ) | | $ | (7.4 | ) | | $ | (8.4 | ) | | $ | 58.5 |
| | $ | (59.1 | ) | $ | (57.0 | ) | | $ | 0.1 |
| | $ | — |
| | $ | (56.9 | ) |
| | | | Financial Liabilities Year Ended December 31, 2013 | Financial Liabilities Year Ended December 31, 2016 |
| | Loans Payable
of Consolidated
Funds | | Derivative
Instruments of
Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a consolidated
real estate VIE | | Total | Loans Payable
of Consolidated
Funds | | Derivative
Instruments of
Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a consolidated
real estate VIE | | Total |
| Balance, beginning of period | $ | 13,656.7 |
| | $ | 15.8 |
| | $ | 186.7 |
| | $ | — |
| | $ | 13,859.2 |
| $ | 17,046.7 |
| | $ | 29.1 |
| | $ | 20.8 |
| | $ | 75.4 |
| | $ | 17,172.0 |
|
| Initial consolidation of a real estate VIE | — |
| | — |
| | — |
| | 123.8 |
| | 123.8 |
| |
| Initial consolidation of funds | 2,152.3 |
| | — |
| | — |
| | — |
| | 2,152.3 |
| |
| Contingent consideration from acquisitions | — |
| | — |
| | 7.0 |
| | — |
| | 7.0 |
| |
Transfers out (1) | — |
| | — |
| | — |
| | (3.7 | ) | | (3.7 | ) | |
| Initial consolidation/deconsolidation of funds | | (13,742.6 | ) | | (29.0 | ) | | — |
| | — |
| | (13,771.6 | ) |
| Borrowings | 977.5 |
| | — |
| | — |
| | 11.8 |
| | 989.3 |
| 1,336.7 |
| | — |
| | — |
| | — |
| | 1,336.7 |
|
| Paydowns | (2,534.2 | ) | | — |
| | (21.6 | ) | | (17.6 | ) | | (2,573.4 | ) | (742.5 | ) | | — |
| | (10.3 | ) | | (34.5 | ) | | (787.3 | ) |
| Sales | — |
| | (8.4 | ) | | — |
| | — |
| | (8.4 | ) | — |
| | (1.7 | ) | | — |
| | — |
| | (1.7 | ) |
| Realized and unrealized losses, net | 968.4 |
| | 5.7 |
| | 6.7 |
| | 7.8 |
| | 988.6 |
| |
| Realized and unrealized (gains) losses, net | | | | | | | | | | |
| Included in earnings | | 40.4 |
| | 1.6 |
| | (9.0 | ) | | 19.8 |
| | 52.8 |
|
| Included in other comprehensive income | | (72.4 | ) | | — |
| | — |
| | 18.7 |
| | (53.7 | ) |
| Balance, end of period | $ | 15,220.7 |
| | $ | 13.1 |
| | $ | 178.8 |
| | $ | 122.1 |
| | $ | 15,534.7 |
| $ | 3,866.3 |
| | $ | — |
| | $ | 1.5 |
| | $ | 79.4 |
| | $ | 3,947.2 |
|
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | 608.7 |
| | $ | (5.0 | ) | | $ | 6.7 |
| | $ | 7.8 |
| | $ | 618.2 |
| $ | 37.6 |
| | $ | — |
| | $ | (0.1 | ) | | $ | 19.8 |
| | $ | 57.3 |
|
| |
(1) | Transfers out of the loans payable of a consolidated real estate VIE relates to the deconsolidation of certain subsidiaries of the VIE upon the sale or transfer of the VIE’s ownership interests in the subsidiary. |
Total realizedRealized and unrealized gains and losses included in earnings for Level III investments for trading securitiesinvestments in CLOs and other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds and loans payable and derivative instruments of the CLOs are included in net investment gains (losses) of Consolidated Funds in the consolidated statements of operations.
Total realizedRealized and unrealized gains and losses included in earnings for Level III contingent consideration liabilities are included in other non-operating expense (income) expenses,, and such gains and losses for loans payable of a consolidated real estate VIE are included in interest and other expenses of a consolidated real estate VIE in the consolidated statement of operations.
Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in accumulated other comprehensive loss, non-controlling interests in consolidated entities and non-controlling interests in Carlyle Holdings in the consolidated balance sheets.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes quantitative information about the Partnership’s Level III inputs as of December 31, 2014:2017:
| | | | Fair Value at | | Range (Weighted Average) | Fair Value at | | Range
(Weighted
Average) |
| (Dollars in millions) | December 31, 2014 | | Valuation Technique(s) | | Unobservable Input(s) | | December 31, 2017 | | Valuation Technique(s) | | Unobservable Input(s) | |
| Assets | | | | | | | | | |
| Investments of Consolidated Funds: | | | | |
| Equity securities | $ | 1,783.7 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 4.8x- 16.2x (12.1x) | $ | 5.7 |
| | Discounted Cash Flow | | Discount Rates | | 10% - 10% (10%) |
| | 168.7 |
| | Comparable Multiple | | Forward EBITDA Multiple | | 8.4x-8.4x (8.4x) |
|
| |
| |
| |
|
| | 16.1 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | $0 - $246 ($0) | 2.2 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | 0 - 33 (30) |
| | | | | |
| |
| |
|
| Bonds | 1,235.8 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 1 - 133 (99) | 413.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 44 - 107 (98) |
| Loans | 14,873.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 0 - 126 (98) | 4,112.7 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 64 - 103 (100) |
| | 211.5 |
| | Market Yield Analysis | | Market Yield | | 5% - 17% (11%) | |
| Partnership and LLC interests | 3,481.0 |
| | NAV of Underlying Fund(1) | | N/A | | N/A | |
| Other | 1.5 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 0 - 6 (3) | 0.3 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 9 - 9 (9) |
| | 21,771.7 |
| | 4,534.3 |
| |
| |
| |
|
| Trading securities and other | 3.0 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 5.8x - 5.8x (5.8x) | |
| | 0.3 |
| | Discounted Cash Flow | | Discount Rate | | 10% - 10% (10%) | |
| Restricted securities of Consolidated Funds | 8.6 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 87 - 87 (87) | |
| Total | $ | 21,783.6 |
| | |
| Liabilities | | | |
| Loans payable of Consolidated Funds: | | | |
| Investments in CLOs and other | | | |
| |
| |
|
| Senior secured notes | $ | 14,757.5 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 1% - 11% (3%) | 357.2 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 1% - 9% (3%) |
| | | | Default Rates | | 1% - 3% (2%) | | |
| | Default Rates | | 1% - 3% (2%) |
| | | | Recovery Rates | | 63% - 75% (68%) | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | | Indicative Quotes (% of Par) | | 35 - 100 (98) | | |
| | Indicative Quotes (% of Par) | | 98 - 104 (101) |
| Subordinated notes and preferred shares | 1,278.8 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 8% - 15% (10%) | 48.2 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 8% - 11% (9%) |
| | | | Default Rates | | 1% - 3% (2%) | | |
| | Default Rates | | 1% - 3% (2%) |
| | | | Recovery Rates | | 63% - 75% (68%) | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | | Indicative Quotes (% of Par) | | 1 - 132 (63) | | |
| | Indicative Quotes (% of Par) | | 63 - 97 (81) |
| Combination notes | 15.9 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 97 - 98 (98) | |
| Loans payable of a consolidated real estate VIE | 146.2 |
| | Discounted Cash Flow | | Discount to Expected Payment | | 0% - 100% (36%) | |
| Total | | $ | 4,939.7 |
| |
| |
| |
|
| Liabilities | | | |
| |
| |
|
| Loans payable of Consolidated Funds: | | | |
| |
| |
|
| Senior secured notes | | $ | 4,100.5 |
| | Other | | N/A | | N/A |
| Subordinated notes and preferred shares | | 26.9 |
| | Other | | N/A | | N/A |
| | | | Discount Rate | | 23% - 33% (26%) | 176.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 8% - 11% (10%) |
| Derivative instruments of Consolidated Funds | 17.2 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 2 - 22 (11) | |
Contingent cash consideration(2) | 51.1 |
| | Discounted Cash Flow | | Assumed % of Total Potential Contingent Payments | | 0% - 100% (20%) | |
| | | | Discount Rate | | 5% - 18% (13%) | | |
| | Default Rates | | 1% - 3% (2%) |
| | | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | | |
| | Indicative Quotes (% of Par) | | 79 - 93 (86) |
| Contingent consideration | | 1.0 |
| | Other | | N/A | | N/A |
| Total | $ | 16,266.7 |
| | $ | 4,304.8 |
| |
| |
(1) | Represents the Partnership’s investments in funds that are valued using the NAV of the underlying fund. |
| |
(2) | Related to contingent cash consideration associated with the acquisitions of Claren Road, AlpInvest, ESG, Vermillion and Metropolitan (see Note 9). |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes quantitative information about the Partnership’s Level III inputs as of December 31, 2013:2016:
| | | (Dollars in millions) | Fair Value at December 31, 2013 | | Valuation Technique(s) | | Unobservable Input(s) | | Range (Weighted Average) | Fair Value at
December 31, 2016 | | Valuation Technique(s) | | Unobservable Input(s) | | Range
(Weighted
Average) |
| Assets | | | | |
| Investments of Consolidated Funds: | | | | |
| Equity securities | $ | 2,479.6 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 5.6x - 15.5x (10.8x) | $ | 9.6 |
| | Discounted Cash Flow | | Discount Rates | | 9% - 10% (9%) |
| | 169.7 |
| | Comparable Multiple | | Price Earnings Multiple | | 17.0x - 17.0x (17.0x) | | |
| | Exit Cap Rate | | 7% - 9% (7%) |
| | 10.2 |
| | Comparable Multiple | | Book Value Multiple | | 1.0x -1.0x (1.0x) | 0.7 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | 10 - 10 (10) |
| | 24.1 |
| | Consensus Pricing | | Indicative Quotes ($ per share) | | $0 - $250 ($0) | | |
| |
| |
|
| | 30.5 |
| | Discounted Cash Flow | | Discount Rate | | 5% - 12% (11%) | |
| | | | Exit Cap Rate | | 11% - 11% (11%) | |
| Bonds | 1,249.5 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 0 - 130 (100) | 396.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 74 - 108 (99) |
| Loans | 13,858.6 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 0 - 158 (98) | 3,485.6 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 31 - 102 (99) |
| | 209.2 |
| | Market Yield Analysis | | Market Yield | | 5% - 17% (10%) | |
| Partnership and LLC interests | 3,815.2 |
| | NAV of Underlying Fund(1) | | N/A | | N/A | |
| Other | 2.0 |
| | Various | | N/A | | N/A | 1.4 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 6 - 8 (7) |
| | 21,848.6 |
| | 3,893.7 |
| |
| |
| |
|
| Trading securities and other | 5.0 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 5.9x - 5.9x (5.9x) | |
| | 1.9 |
| | Discounted Cash Flow | | Discount Rate | | 7% - 7% (7%) | |
| Restricted securities of Consolidated Funds | 8.6 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 86 - 86 (86) | |
| Total | $ | 21,864.1 |
| | |
| Liabilities | | | |
| Loans payable of Consolidated Funds: | | | |
| Senior secured notes | $ | 13,910.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 2% - 10%(3%) | 115.9 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 1% - 11% (2%) |
| | | | Default Rates | | 1% - 6% (3%) | | |
| | Default Rates | | 1% - 3% (2%) |
| | | | Recovery Rates | | 50% - 75%(63%) | | |
| | Recovery Rates | | 50% - 74% (71%) |
| | | | Indicative Quotes (% of Par) | | 40 - 101 (98) | | |
| | Indicative Quotes (% of Par) | | 82 - 102 (99) |
| Subordinated notes and preferred shares | 1,294.0 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 9% - 25%(16%) | 35.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 9% - 14% (12%) |
| | | | Default Rates | | 1% - 6% (2%) | | |
| | Default Rates | | 1% - 10% (2%) |
| | | | Recovery Rates | | 50% - 75% (62%) | | |
| | Recovery Rates | | 50% - 74% (64%) |
| | | | Indicative Quotes (% of Par) | | 0 - 102 (60) | | |
| | Indicative Quotes (% of Par) | | 2 - 101 (96) |
| Combination notes | 16.3 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 93 - 100(98) | |
| Loans payable of a consolidated real estate VIE | 122.1 |
| | Discounted Cash Flow | | Discount to Expected Payment | | 0% - 100% (45%) | |
| Other | | 1.3 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 5.7x - 5.7x (5.7x) |
| Total | | $ | 4,046.3 |
| |
| |
| |
|
| Liabilities | | | |
| |
| |
|
| Loans payable of Consolidated Funds: | | | |
| |
| |
|
Senior secured notes(1) | | 3,672.5 |
| | Other | | N/A | | N/A |
Subordinated notes and preferred shares(1) | | 26.9 |
| | Other | | N/A | | N/A |
| | | | Discount Rate | | 20% - 30% (23%) | 166.9 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 9% - 14% (12%) |
| Derivative instruments of Consolidated Funds | 13.1 |
| | Counterparty Pricing | | Indicative Quotes (% of Notional Amount) | | 1 - 108 (6) | |
Contingent cash consideration(2) | 178.8 |
| | Discounted Cash Flow | | Assumed % of Total Potential Contingent Payments | | 0% - 100% (46%) | |
| | | | Discount Rate | | 1% - 25% (13%) | | |
| | Default Rates | | 1% - 3% (2%) |
| | | | |
| | Recovery Rates | | 50% - 74% (66%) |
| | | | |
| | Indicative Quotes (% of Par) | | 7 - 90 (68) |
| Loans payable of a real estate VIE | | 79.4 |
| | Discounted Cash Flow | | Discount to Expected Payment | | 10% - 55% (37%) |
| | | | |
| | Discount Rate | | 20% - 30% (23%) |
| Contingent consideration | | 1.5 |
| | Other | | N/A | | N/A |
| Total | $ | 15,534.7 |
| | $ | 3,947.2 |
| |
| |
| (1) | RepresentsBeginning on January 1, 2016, CLO loan payables held by third party beneficial interest holders are measured on the Partnership’s investments in funds that are valued using the NAVbasis of fair value of the underlying fund.financial assets of the CLOs and the beneficial interests held by the Partnership. |
| |
(2) | Related to contingent cash consideration associated with the acquisitions of Claren Road, AlpInvest, ESG, Vermillion and Metropolitan (see Note 9). |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in equity securities include EBITDA, price-earnings and book value multiples, indicative quotes, discount rates and exit cap rates. Significant decreases in EBITDA multiples, price-earnings multiples, book value multiples or indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount rates orand exit cap rates in isolation would result in a significantly lower fair value measurement.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in bonds and loans are market yields and indicative quotes. Significant increases in market yields in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s trading securitiesinvestments in CLOs and other investments include EBITDA multiples, discount rates, default rates, recovery rates and discount rates.indicative quotes. Significant decreases in EBITDA multiples, recovery rates or indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s restricted securities of Consolidated Funds include indicative quotes. Significant decreases in indicative quotesor default rates in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s loans payable of Consolidated Funds are discount rates, default rates, recovery rates and indicative quotes. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates and indicative quotes in isolation would result in a significantly higher fair value.
The significant unobservable inputs used in the fair value measurement of the Partnership’s loans payable of a consolidated real estate VIE are discounts to expected payment and discount rate. A significant increase in either of these inputs in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s derivative instruments of Consolidated Funds include indicative quotes. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s contingent consideration are an assumed percentage of total potential contingent payments and discount rates. A significant decrease in the assumed percentage of total potential contingent payments or increase in discount rates in isolation would result in a significantly lower fair value measurement.
5.4. Accrued Performance Fees
The components of accrued performance fees are as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Corporate Private Equity | $ | 2,932.6 |
| | $ | 2,830.4 |
| $ | 2,272.4 |
| | $ | 1,375.4 |
|
| Global Market Strategies | 129.9 |
| | 167.2 |
| |
| Real Assets | 272.9 |
| | 277.2 |
| 657.5 |
| | 483.4 |
|
| Global Credit | | 56.1 |
| | 68.6 |
|
| Investment Solutions | 460.2 |
| | 378.8 |
| 684.6 |
| | 553.7 |
|
| Total | $ | 3,795.6 |
| | $ | 3,653.6 |
| $ | 3,670.6 |
| | $ | 2,481.1 |
|
Approximately 55%19% of accrued performance fees at December 31, 20142017 are related to Carlyle Partners VI, one of the Partnership’s Corporate Private Equity funds.
Approximately 27% of accrued performance fees at December 31, 2016 are related to Carlyle Partners V, L.P. and Carlyle EuropeAsia Partners III, L.P., two of the Partnership’s Corporate Private Equity funds.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Approximately 62% of accrued performance fees at December 31, 2013 are related to Carlyle Partners IV, L.P., and Carlyle Partners V, L.P. and Carlyle Europe Partners III, L.P., three of the Partnership’s Corporate Private Equity funds.
Accrued performance fees are shown gross of the Partnership’s accrued performance fee-related compensation (see Note 8), and accrued giveback obligations, which are separately presented in the consolidated balance sheets. The components of the accrued giveback obligations are as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Corporate Private Equity | $ | (52.4 | ) | | $ | (10.4 | ) | $ | (8.7 | ) | | $ | (3.9 | ) |
| Global Market Strategies | — |
| | (2.1 | ) | |
| Real Assets | (52.0 | ) | | (27.1 | ) | (58.1 | ) | | (156.9 | ) |
| Total | $ | (104.4 | ) | | $ | (39.6 | ) | $ | (66.8 | ) | | $ | (160.8 | ) |
Performance Fees
The performance fees included in revenues are derived from the following segments:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 1,340.2 |
| | $ | 1,907.4 |
| | $ | 786.1 |
|
| Global Market Strategies | 81.7 |
| | 208.2 |
| | 99.6 |
|
| Real Assets | 66.5 |
| | 79.7 |
| | 90.7 |
|
| Investment Solutions | 186.0 |
| | 180.0 |
| | 64.7 |
|
| Total | $ | 1,674.4 |
| | $ | 2,375.3 |
| | $ | 1,041.1 |
|
Approximately 71%, or $1.2 billion, of performance fees forDuring the year ended December 31, 2014 are2017, the Partnership paid $98.4 million to satisfy giveback obligations related to Carlyle Partners V, L.P. and Carlyle Europe Partners III, L.P., two of the Partnership’s Corporate Private Equityits Real Assets funds. Total revenues recognized fromApproximately $67.1 million of these obligations was paid by current and former senior Carlyle Partners V, L.P.professionals and $31.3 million by Carlyle Europe Partners III, L.P., were $680.5 million and $658.5 million, respectively, forHoldings.
During the year ended December 31, 2014.
Approximately 63%, or $1.5 billion, of performance fees for2016, the year ended December 31, 2013 arePartnership paid $47.3 million to satisfy a giveback obligation related to Carlyle Partners IV, L.P., Carlyle Partners V, L.P. and Carlyle Europe Partners III, L.P., threeone of the Partnership’sits Corporate Private Equity funds. Total revenues recognized from Carlyle Partners IV, L.P., Carlyle Partners V, L.P. and Carlyle Europe Partners III, L.P., were $419.1 million, $725.2 million and $580.8 million, respectively, for the year ended December 31, 2013.
Approximately 62%, or $647.8 million, of performance fees for the year ended December 31, 2012 are related to Carlyle Asia Partners II, L.P., Carlyle Partners IV, L.P. and Carlyle Partners V, L.P., threeSubstantially all of the Partnership’s Corporate Private Equity funds. Total revenues recognized fromgiveback obligation was paid by current and former senior Carlyle Asia Partners II, L.P., Carlyle Partners IV, L.P. and Carlyle Partners V, L.P. were $140.0 million, $274.1 million and $482.4 million, respectively, for the year ended December 31, 2012.
professionals.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
6.Performance Fees
The performance fees included in revenues are derived from the following segments:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 1,629.6 |
| | $ | 289.6 |
| | $ | 698.2 |
|
| Global Credit | 56.6 |
| | 37.4 |
| | (41.0 | ) |
| Real Assets | 265.2 |
| | 321.1 |
| | 49.3 |
|
| Investment Solutions | 142.5 |
| | 103.7 |
| | 118.4 |
|
| Total | $ | 2,093.9 |
| | $ | 751.8 |
| | $ | 824.9 |
|
Approximately 61%, or $1,273.2 million, of performance fees for the year ended December 31, 2017 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income):
•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $335.1 million,
•Carlyle Partners VI, L.P. (Corporate Private Equity segment) - $844.5 million, and
•Carlyle Asia Partners IV, L.P. (Corporate Private Equity segment) - $381.8 million.
Approximately 28%, or $214.2 million, of performance fees for the year ended December 31, 2016 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income):
•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $194.4 million, and
•Carlyle Realty Partners VII, L.P. (Real Assets segment) - $138.7 million.
Approximately 51%, or $422.1 million, of performance fees for the year ended December 31, 2015 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income for the following funds):
•Carlyle Europe Partners III, L.P. (Corporate Private Equity segment) - $273.4 million,
•Carlyle Asia Partners III, L.P. (Corporate Private Equity segment) - $202.7 million,
•Carlyle Realty Partners VI, L.P. (Real Assets segment) - $116.4 million, and
•Carlyle/Riverstone Global Energy and Power Fund III, L.P. (Real Assets segment) - $(102.6) million.
5. Investments
Investments consist of the following:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Equity method investments, excluding accrued performance fees | $ | 918.7 |
| | $ | 751.1 |
| $ | 1,218.4 |
| | $ | 950.9 |
|
| Trading securities and other investments | 12.9 |
| | 14.2 |
| |
| Investments in CLOs and other | | 405.9 |
| | 156.1 |
|
| Total investments | $ | 931.6 |
| | $ | 765.3 |
| $ | 1,624.3 |
| | $ | 1,107.0 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Strategic Investment in NGP
OnIn December 20, 2012, the Partnership entered into separate purchase agreementsan agreement with ECM Capital, L.P. (“ECM”) and Barclays Natural Resource Investments, a division of Barclays Bank PLC (“BNRI”), pursuant to which the Partnership agreed to investmake an investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”), an Irving, Texas-based energy investor.
The agreement was amended in March 2017 to further align the interests of the Partnership and NGP. The Partnership’s equity interests in NGP Management entitle the Partnership to an allocation of income equal to 47.5%55.0% of the management fee-related revenues of the NGP entities that serve as the advisors to certain private equity funds, and future interests in the general partners of certain future carry funds advised by NGP that entitle the Partnership to an allocation of income equal to 7.5%47.5% of the carried interest received by such fund general partners. In addition, in January 2015 following the termination of the investment period of the NGP Natural Resources X, L.P. fund (“NGP X”), the Partnership paid $7.5 million to acquire an additional 7.5% equity interest in NGP Management that, together with the initial interests described above, entitles the Partnership beginning in January 2015 to an allocation of income equal to 55% of the management fee-related revenues of the NGP entities that serve as the advisors to certain private equity funds. This increase in the allocation of income did not result in a change in accounting for the investment as an equity method investment.
The sellers also granted the Partnership options to purchase additional interests in NGP. Specifically, the Partnership acquired (1) an option, exercisable by the Partnership between July 1, 2014 and July 1, 2015, to purchase from BNRI the net capital amount that has been contributed by BNRI in the general partner of NGP X entitling the Partnership to an allocation of income equal to 40% of the carried interest received by such fund general partner; (2) an option, exercisable by the Partnership from December 20, 2012 until January 1, 2015, to purchase from BNRI additional interests in the general partners of all future carry funds advised by NGP entitling the Partnership to an additional equity allocation equal to 40% of the carried interest received by such fund general partners; and (3) an option, exercisable by the Partnership in approximately 13 years, to purchase from ECM Capital, L.P. and its affiliates, for a formulaic purchase price in cash based upon a measure of the earnings of NGP, the remaining equity interests in NGP Management.
In consideration for these interests, and options, the Partnership paid an aggregate of $384.0$504.6 million in cash to ECM Capital, L.P. and BNRI, and issued 996,572 Carlyle Holdings partnership units to ECM Capital, L.P. that vest ratably overthrough 2017. In January 2016, the Partnership also paid contingent consideration to BNRI of $183.0 million, of which $63.0 million was paid in cash and $120.0 million was paid by the Partnership by issuing a period of 5 years.promissory note due in 2022 (see Note 7). The transaction also includesincluded contingent consideration payable to ECM Capital, L.P. of up to $45.0 million in cash (of which $22.5 million was paid in March 2017 with the balance paid in January 2018), together with an additional $15.0 million in cash, which was paid in January 2018, and 597,944 Carlyle Holdings partnership units that were issued at closing but vestin December 2012 and substantially vested upon the achievementamendment in March 2017. The Partnership has also agreed to issue common units on each of performance conditions,February 1, 2018, 2019, and contingently issuable Carlyle Holdings partnership2020, with a value of $10.0 million per year to an affiliate of NGP Management, and subsequent to 2020, to issue common units upon an annual basis with a value not to $15.0exceed $10.0 million that will be issued if the performance conditions are met. The contingent consideration is payable from 2015 through 2018, dependingper year based on NGP’s achievement of certain business performance goals. Additionally, the transaction includes contingent consideration payable to BNRI of up to $183.0 million,a prescribed formula, which will be payable partly in cash and partly byvest over a promissory note issued by the Partnership, if the performance conditions are met.
As of December 31, 2014, the NGP Natural Resources XI, L.P. fund (“NGP XI”) had closed on aggregate commitments of approximately $4.2 billion. Substantially all of these commitments are entitled to a fee holiday through January 1, 2016 pursuant to which investors will only be required to pay management fees on invested capital. Based on the amount of NGP XI commitments raised through December 31, 2014, it is probable that BNRI will be entitled to receive a portion of the contingent consideration when such payment becomes due. Accordingly, as of December 31, 2014, the42-month period. The Partnership has accrued $159.8 million relatedthe right to this future payment obligation. On January 15, 2015, NGP XI had a final closing, following which it is probable that BNRI will receive the maximum contingent consideration of $183.0 million when
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
such payment becomes due; and therefore,purchase the remaining accrual of $23.2 million will be recognized in the first quarter of 2015. The timing of the cash payment and issuance of the promissory note to BNRI is based on the contractual agreement between the Partnership and BNRI, which is currently estimated to be in early 2016. BNRI has asserted that the payment should be made earlier, and the dispute about the exact timing of the payment has not been resolved.
The Partnership also entered into a senior advisor consulting agreement with the chief executive officer of NGP and granted deferred restricted common units to a group of NGP personnel who are providing the Partnership with consulting services.
In May 2014, the Partnership exercised the option to acquire additionalequity interests in the general partners of all future carry funds advised by NGP which entitles the PartnershipManagement in specific remote situations designed to an additional equity allocation equal to 40% of the carried interest received by such fund general partners, which when added to the allocation of income of 7.5% of carried interest received by such fund general partners which the Partnership acquired in 2012, entitles the Partnership to a total equity allocation of 47.5% of the carried interest received by such fund general partners. The exercise price for this option was approximately $35.2 million and is included in the carrying value of the Partnership’s equity-method investments in NGP. In July 2014, the Partnership exercised its option to acquire interests in the general partner of NGP X, which entitles the Partnership to an allocation of income equal to 40% of the carried interest received by the fund’s general partner. The exercise price for this option was approximately $61.3 million. The Partnership additionally acquired certain general partner investments in the NGP X fund, for which it paid $16.6 million. As of December 31, 2014, the carrying value ofprotect the Partnership's investment in the NGP X general partner attributable to the carried interest allocation was approximately $18.5 million, and the carrying value of the Partnership's general partner investments in the NGP X fund were $20.4 million. interest.
The Partnership accounts for its investmentinvestments in NGP Management under the equity method of accounting. The Partnership recorded its investmentinvestments in NGP Management initially at cost, excluding any elements in the transaction that were deemed to be compensatory arrangements to NGP personnel. The Carlyle Holdings partnership units issued in the transaction the contingently issuable Carlyle Holdings partnership units, and the deferred restricted common units (which were granted in 2012 to certain NGP personnel) were deemed to be compensatory arrangements; these elements are recognized as an expense under applicable U.S. GAAP.
The Partnership records investment income (loss) for its equity income allocation from NGP management fees and performance fees, and also records its share of any allocated expenses from NGP Management, expenses associated with the compensatory elements of the transaction, and the amortization of the basis differences related to the definitive-lived identifiable intangible assets of NGP Management. The net investment earnings (loss) recognized in the Partnership’s consolidated statements of operations for the years ended December 31, 2014, 20132017, 2016 and 20122015 were as follows:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Management fees | $ | 56.8 |
| | $ | 63.2 |
| | $ | 2.1 |
| $ | 80.5 |
| | $ | 80.7 |
| | $ | 53.9 |
|
| Performance fees | (39.2 | ) | | — |
| | — |
| 98.4 |
| | 44.7 |
| | (18.5 | ) |
| Investment income (loss) | (2.2 | ) | | — |
| | — |
| 12.1 |
| | 9.4 |
| | (3.3 | ) |
| Expenses and amortization of basis differences | (74.7 | ) | | (77.2 | ) | | (1.0 | ) | |
| Expenses | | (54.0 | ) | | (16.0 | ) | | (15.3 | ) |
| Amortization of basis differences | | (8.5 | ) | | (55.2 | ) | | (56.6 | ) |
| Net investment income (loss) | $ | (59.3 | ) | | $ | (14.0 | ) | | $ | 1.1 |
| $ | 128.5 |
| | $ | 63.6 |
| | $ | (39.8 | ) |
The difference between the Partnership’s remaining carrying value of its investment and its share of the underlying net assets of the investee was $141.6$21.3 million, $199.6$29.8 million and $259.8$85.0 million as of December 31, 2014, 20132017, 2016 and 2012,2015, respectively; these differences are amortized over a period of ten10 years from the initial investment date.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Equity-Method Investments
The Partnership’s equity method investments include its fund investments in Corporate Private Equity, Global Market Strategies and Real Assets, Global Credit, and Investment Solutions typically as general partner interests, and its investmentstrategic investments in NGP Management (included within Real Assets), which are not consolidated. Investments are related to the following segments:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Corporate Private Equity | $ | 246.3 |
| | $ | 206.5 |
| $ | 369.5 |
| | $ | 282.4 |
|
| Global Market Strategies | 25.3 |
| | 25.1 |
| |
| Real Assets | 647.1 |
| | 519.5 |
| 775.1 |
| | 622.8 |
|
| Global Credit | | 23.0 |
| | 20.1 |
|
| Investment Solutions | | 50.8 |
| | 25.6 |
|
| Total | $ | 918.7 |
| | $ | 751.1 |
| $ | 1,218.4 |
| | $ | 950.9 |
|
The summarized financial information of the Partnership’s equity method investees from the date of initial investment is as follows (Dollars in millions):
| | | |
|
|
|
| |
| Aggregate Totals | Corporate Private Equity |
| Real Assets | | Global Credit |
| Investment Solutions | | Aggregate Totals |
| | Corporate Private Equity |
| Global Market Strategies |
| Real Assets |
| For the Year Ended December 31, |
| For the Year Ended
December 31, | | For the Year Ended December 31, |
| For the Year Ended December 31, | | For the Year Ended December 31, |
| For the Year Ended December 31, |
| For the Year Ended December 31, |
| For the Year Ended December 31, |
| For the Year Ended December 31, | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | |
| Statement of income information | | | | | | | | | | | | | | | | | | | | | | | | |
| Statement of operations information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment income | $ | 528.3 |
| | $ | 699.7 |
| | $ | 733.3 |
| | $ | 193.5 |
| | $ | 199.3 |
| | $ | 150.9 |
| | $ | 1,114.7 |
| | $ | 1,034.6 |
| | $ | 517.1 |
| | $ | 1,836.5 |
| | $ | 1,933.6 |
| | $ | 1,401.3 |
| $ | 630.8 |
| | $ | 532.2 |
| | $ | 380.7 |
| | $ | 230.4 |
| | $ | 679.5 |
| | $ | 441.2 |
| | $ | 267.7 |
| | $ | 167.4 |
| | $ | 193.6 |
| | $ | 78.6 |
| | $ | 107.2 |
| | $ | 118.6 |
| | $ | 1,207.5 |
| | $ | 1,486.3 |
| | $ | 1,134.1 |
|
| Expenses | 665.6 |
| | 495.9 |
| | 526.0 |
| | 48.7 |
| | 65.0 |
| | 65.3 |
| | 678.2 |
| | 508.6 |
| | 381.5 |
| | 1,392.5 |
| | 1,069.5 |
| | 972.8 |
| 553.3 |
| | 597.1 |
| | 613.8 |
| | 572.4 |
| | 544.3 |
| | 604.4 |
| | 118.8 |
| | 95.1 |
| | 45.7 |
| | 665.5 |
| | 493.0 |
| | 436.5 |
| | 1,910.0 |
| | 1,729.5 |
| | 1,700.4 |
|
| Net investment income (loss) | (137.3 | ) | | 203.8 |
| | 207.3 |
| | 144.8 |
| | 134.3 |
| | 85.6 |
| | 436.5 |
| | 526.0 |
| | 135.6 |
| | 444.0 |
| | 864.1 |
| | 428.5 |
| 77.5 |
| | (64.9 | ) | | (233.1 | ) | | (342.0 | ) | | 135.2 |
| | (163.2 | ) | | 148.9 |
| | 72.3 |
| | 147.9 |
| | (586.9 | ) | | (385.8 | ) | | (317.9 | ) | | (702.5 | ) | | (243.2 | ) | | (566.3 | ) |
| Net realized and unrealized gain (loss) | 8,387.9 |
| | 9,795.5 |
| | 5,401.9 |
| | 247.0 |
| | 305.2 |
| | 297.1 |
| | 2,611.0 |
| | 209.7 |
| | 1,358.0 |
| | 11,245.9 |
| | 10,310.4 |
| | 7,057.0 |
| 9,587.4 |
| | 2,906.8 |
| | 4,831.6 |
| | 2,605.6 |
| | 2,184.2 |
| | (3,047.6 | ) | | (51.5 | ) | | (504.6 | ) | | (323.1 | ) | | 2,676.3 |
| | 2,360.2 |
| | 2,511.1 |
| | 14,817.8 |
| | 6,946.6 |
| | 3,972.0 |
|
| Net income (loss) | $ | 8,250.6 |
| | $ | 9,999.3 |
| | $ | 5,609.2 |
| | $ | 391.8 |
| | $ | 439.5 |
| | $ | 382.7 |
| | $ | 3,047.5 |
| | $ | 735.7 |
| | $ | 1,493.6 |
| | $ | 11,689.9 |
| | $ | 11,174.5 |
| | $ | 7,485.5 |
| $ | 9,664.9 |
| | $ | 2,841.9 |
| | $ | 4,598.5 |
| | $ | 2,263.6 |
| | $ | 2,319.4 |
| | $ | (3,210.8 | ) | | $ | 97.4 |
| | $ | (432.3 | ) | | $ | (175.2 | ) | | $ | 2,089.4 |
| | $ | 1,974.4 |
| | $ | 2,193.2 |
| | $ | 14,115.3 |
| | $ | 6,703.4 |
| | $ | 3,405.7 |
|
| |
| Corporate Private Equity |
| Global Market Strategies |
| Real Assets |
| Aggregate Totals | Corporate Private Equity |
| Real Assets | | Global Credit |
| Investment Solutions | | Aggregate Totals |
| | As of December 31, |
| As of December 31, |
| As of December 31, |
| As of December 31, | As of December 31, |
| As of December 31, | | As of December 31, |
| As of December 31, | | As of December 31, |
| | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 |
| Balance sheet information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments | $ | 38,498.0 |
| | $ | 38,269.2 |
| | $ | 2,398.4 |
| | $ | 2,091.1 |
| | $ | 29,815.1 |
| | $ | 26,511.5 |
| | $ | 70,711.5 |
| | $ | 66,871.8 |
| $ | 42,129.8 |
| | $ | 31,427.7 |
| | $ | 24,352.0 |
| | $ | 21,460.2 |
| | $ | 3,873.5 |
| | $ | 2,240.8 |
| | $ | 16,155.4 |
| | $ | 13,312.6 |
| | $ | 86,510.7 |
| | $ | 68,441.3 |
|
| Total assets | $ | 41,636.9 |
| | $ | 40,368.2 |
| | $ | 2,542.2 |
| | $ | 2,719.6 |
| | $ | 31,009.3 |
| | $ | 27,278.9 |
| | $ | 75,188.4 |
| | $ | 70,366.7 |
| $ | 44,987.0 |
| | $ | 33,605.0 |
| | $ | 25,894.9 |
| | $ | 22,666.0 |
| | $ | 4,050.0 |
| | $ | 2,502.5 |
| | $ | 16,402.5 |
| | $ | 13,476.3 |
| | $ | 91,334.4 |
| | $ | 72,249.8 |
|
| Debt | $ | 276.3 |
| | $ | 232.1 |
| | $ | 67.3 |
| | $ | 173.7 |
| | $ | 1,042.9 |
| | $ | 1,151.2 |
| | $ | 1,386.5 |
| | $ | 1,557.0 |
| $ | 2,141.8 |
| | $ | 416.2 |
| | $ | 2,633.0 |
| | $ | 1,552.9 |
| | $ | 508.1 |
| | $ | 170.4 |
| | $ | 135.0 |
| | $ | 96.8 |
| | $ | 5,417.9 |
| | $ | 2,236.3 |
|
| Other liabilities | $ | 1,445.3 |
| | $ | 328.5 |
| | $ | 15.0 |
| | $ | 175.5 |
| | $ | 875.2 |
| | $ | 444.3 |
| | $ | 2,335.5 |
| | $ | 948.3 |
| $ | 693.2 |
| | $ | 607.2 |
| | $ | 239.6 |
| | $ | 384.1 |
| | $ | 128.7 |
| | $ | 94.3 |
| | $ | 379.5 |
| | $ | 304.1 |
| | $ | 1,441.0 |
| | $ | 1,389.7 |
|
| Total liabilities | $ | 1,721.6 |
| | $ | 560.6 |
| | $ | 82.3 |
| | $ | 349.2 |
| | $ | 1,918.1 |
| | $ | 1,595.5 |
| | $ | 3,722.0 |
| | $ | 2,505.3 |
| $ | 2,835.0 |
| | $ | 1,023.4 |
| | $ | 2,872.6 |
| | $ | 1,937.0 |
| | $ | 636.8 |
| | $ | 264.7 |
| | $ | 514.5 |
| | $ | 400.9 |
| | $ | 6,858.9 |
| | $ | 3,626.0 |
|
| Partners’ capital | $ | 39,915.3 |
| | $ | 39,807.6 |
| | $ | 2,459.9 |
| | $ | 2,370.4 |
| | $ | 29,091.2 |
| | $ | 25,683.4 |
| | $ | 71,466.4 |
| | $ | 67,861.4 |
| $ | 42,152.0 |
| | $ | 32,581.6 |
| | $ | 23,022.3 |
| | $ | 20,729.0 |
| | $ | 3,413.2 |
| | $ | 2,237.8 |
| | $ | 15,888.0 |
| | $ | 13,075.4 |
| | $ | 84,475.5 |
| | $ | 68,623.8 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Investment Income (Loss)
The components of investment income (loss) are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| (Loss) income from equity investments | $ | (8.3 | ) | | $ | 14.2 |
| | $ | 32.7 |
|
| Income from trading securities | 0.1 |
| | 4.2 |
| | 5.7 |
|
| Other investment income (loss) | 1.0 |
| | 0.4 |
| | (2.0 | ) |
| Total | $ | (7.2 | ) | | $ | 18.8 |
| | $ | 36.4 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Income from equity investments | $ | 226.4 |
| | $ | 150.6 |
| | $ | 10.4 |
|
| Income (loss) from investments in CLOs and other investments | 5.6 |
| | 9.6 |
| | (1.7 | ) |
| Other investment income | — |
| | 0.3 |
| | 6.5 |
|
| Total | $ | 232.0 |
| | $ | 160.5 |
| | $ | 15.2 |
|
Carlyle’s income (loss) from its equity-method investments is included in investment income (loss) in the consolidated statements of operations and consists of:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Corporate Private Equity | $ | 53.8 |
| | $ | 59.2 |
| | $ | 35.7 |
| $ | 64.8 |
| | $ | 51.8 |
| | $ | 28.9 |
|
| Global Market Strategies | 1.3 |
| | 4.6 |
| | 1.2 |
| |
| Real Assets | (63.4 | ) | | (49.6 | ) | | (4.2 | ) | 151.7 |
| | 101.2 |
| | (18.6 | ) |
| Global Credit | | 1.7 |
| | (3.8 | ) | | (0.9 | ) |
| Investment Solutions | | 8.2 |
| | 1.4 |
| | 1.0 |
|
| Total | $ | (8.3 | ) | | $ | 14.2 |
| | $ | 32.7 |
| $ | 226.4 |
| | $ | 150.6 |
| | $ | 10.4 |
|
Trading SecuritiesInvestments in CLOs and Other Investments
Trading securitiesInvestments in CLOs and other investments as of December 31, 20142017 and 20132016 primarily consisted of $12.9$405.9 million and $14.2$156.1 million, respectively, of investments in CLO senior and subordinated notes, derivative instruments, and corporate mezzanine securities and bonds, as well as other cost method investments.bonds.
Investments of Consolidated Funds
During the year ended December 31, 2014, the Partnership formed eight new CLOs. The Partnership has concluded that these CLOs are VIEs and the Partnership is the primary beneficiary. As a result, the Partnership consolidatedconsolidates the financial positions and results of operations of certain CLOs in which it is the primary beneficiary. During the year ended December 31, 2017, the Partnership formed seven new CLOs into its consolidated financial statements beginning on their respective closing dates.for which the Partnership is primary beneficiary of two of those CLOs. As of December 31, 2014,2017, the total assets of these CLOs formed during the year and included in the Partnership’s consolidated financial statements were approximately $5.3$1.2 billion.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table presents a summary of the investments held by the Consolidated Funds. Investments held by the Consolidated Funds do not represent the investments of all Carlyle sponsored funds. The table below presents investments as a percentage of investments of Consolidated Funds:
|
| | | | | | | | | | | | | | |
| | | Fair Value | | Percentage of Investments of
Consolidated Funds |
| |
| | Geographic Region/Instrument Type/ Industry | December 31, | | December 31, |
| | Description or Investment Strategy | 2017 | | 2016 | | 2017 | | 2016 |
| | | (Dollars in millions) | | | | |
| | United States | | | | | | | |
| | Assets of the CLOs: |
| |
| |
| |
|
| | Bonds | $ | 36.6 |
| | $ | 12.5 |
| | 0.81 | % | | 0.32 | % |
| | Equity | 2.2 |
| | 0.7 |
| | 0.05 | % | | 0.02 | % |
| | Loans | 1,644.4 |
| | 1,941.7 |
| | 36.27 | % | | 49.87 | % |
| | Total assets of the CLOs (cost of $1,661.1 and $1,958.6 at
December 31, 2017 and 2016, respectively) | 1,683.2 |
| | 1,954.9 |
| | 37.13 | % | | 50.21 | % |
| | Total United States | $ | 1,683.2 |
| | $ | 1,954.9 |
| | 37.13 | % | | 50.21 | % |
|
| | | | | | | | | | | | | | |
| | | Fair Value | | Percentage of Investments of Consolidated Funds |
| |
| | Geographic Region/Instrument Type/ Industry | December 31, | | December 31, |
| | Description or Investment Strategy | 2014 | | 2013 | | 2014 | | 2013 |
| | | (Dollars in millions) | | | | |
| | United States | | | | | | | |
| | Equity securities: |
| |
| |
| |
|
| | Commercial & Professional Services | $ | 201.3 |
| | $ | 381.1 |
| | 0.77 | % | | 1.42 | % |
| | Diversified Financials | 264.4 |
| | 371.0 |
| | 1.02 | % | | 1.38 | % |
| | Food, Beverage & Tobacco | 414.0 |
| | 276.0 |
| | 1.59 | % | | 1.03 | % |
| | Media | 97.3 |
| | 108.9 |
| | 0.37 | % | | 0.41 | % |
| | Health Care Equipment & Services | 100.9 |
| | 101.6 |
| | 0.39 | % | | 0.38 | % |
| | Consumer Services | 67.7 |
| | 78.5 |
| | 0.26 | % | | 0.29 | % |
| | Retailing | — |
| | 71.4 |
| | — | % | | 0.27 | % |
| | Capital Goods | 60.3 |
| | 69.5 |
| | 0.23 | % | | 0.26 | % |
| | Software & Services | 38.9 |
| | 55.2 |
| | 0.15 | % | | 0.21 | % |
| | Transportation | 49.6 |
| | 34.0 |
| | 0.19 | % | | 0.13 | % |
| | Food & Staples Retailing | 30.9 |
| | 23.9 |
| | 0.12 | % | | 0.09 | % |
| | Consumer Durables & Apparel | 7.6 |
| | 13.6 |
| | 0.03 | % | | 0.05 | % |
| | Other | 0.9 |
| | 15.8 |
| | — | % | | 0.06 | % |
| | Total equity securities (cost of $1,337.9 and $1,731.9 at
December 31, 2014 and 2013, respectively) | 1,333.8 |
| | 1,600.5 |
| | 5.12 | % | | 5.95 | % |
| | Partnership and LLC interests: |
| |
| |
| |
|
| | Fund Investments (cost of $2,154.3 and $2,445.0 at
December 31, 2014 and 2013, respectively) | 2,188.5 |
| | 2,450.9 |
| | 8.41 | % | | 9.11 | % |
| | Loans: |
| |
| |
| |
|
| | Retailing | 109.1 |
| | 58.3 |
| | 0.42 | % | | 0.22 | % |
| | Diversified Financials | 6.7 |
| | 41.5 |
| | 0.03 | % | | 0.15 | % |
| | Commercial & Professional Services | 31.1 |
| | 31.3 |
| | 0.12 | % | | 0.12 | % |
| | Materials | 32.5 |
| | 28.3 |
| | 0.12 | % | | 0.11 | % |
| | Food, Beverage & Tobacco | — |
| | 25.4 |
| | — | % | | 0.09 | % |
| | Transportation | 27.8 |
| | 19.9 |
| | 0.11 | % | | 0.07 | % |
| | Other | 4.3 |
| | 4.5 |
| | 0.02 | % | | 0.02 | % |
| | Total loans (cost of $260.7 and $285.4 at
December 31, 2014 and 2013, respectively) | 211.5 |
| | 209.2 |
| | 0.82 | % | | 0.78 | % |
| | Total investment in Hedge Funds | 3,753.5 |
| | 4,403.3 |
| | 14.42 | % | | 16.38 | % |
| | Assets of the CLOs |
| |
| |
| |
|
| | Bonds | 141.8 |
| | 284.6 |
| | 0.54 | % | | 1.06 | % |
| | Equity | 6.5 |
| | 24.5 |
| | 0.02 | % | | 0.09 | % |
| | Loans | 10,203.3 |
| | 8,926.3 |
| | 39.20 | % | | 33.20 | % |
| | Total assets of the CLOs (cost of $10,413.0 and $9,192.9 at
December 31, 2014 and 2013, respectively) | 10,351.6 |
| | 9,235.4 |
| | 39.76 | % | | 34.35 | % |
| | Total United States | $ | 17,838.9 |
| | $ | 17,899.3 |
| | 68.53 | % | | 66.57 | % |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | |
| | Fair Value | | Percentage of Investments of Consolidated Funds |
| Geographic Region/Instrument Type/ Industry | December 31, | | December 31, |
| Description or Investment Strategy | 2014 | | 2013 | | 2014 | | 2013 |
| | (Dollars in millions) | | | | |
| Europe | | | | | | | |
| Equity securities: | | | | | | | |
| Food & Staples Retailing | $ | 350.4 |
| | $ | 317.9 |
| | 1.35 | % | | 1.18 | % |
| Energy | 168.8 |
| | 255.1 |
| | 0.65 | % | | 0.95 | % |
| Retailing | 119.4 |
| | 201.2 |
| | 0.46 | % | | 0.75 | % |
| Health Care Equipment & Services | 97.8 |
| | 91.6 |
| | 0.38 | % | | 0.34 | % |
| Capital Goods | — |
| | 88.7 |
| | — | % | | 0.33 | % |
| Commercial & Professional Services | 75.4 |
| | 85.9 |
| | 0.29 | % | | 0.32 | % |
| Transportation | 88.8 |
| | 85.8 |
| | 0.34 | % | | 0.32 | % |
| Media | 40.0 |
| | 78.6 |
| | 0.15 | % | | 0.29 | % |
| Other | 70.7 |
| | 176.4 |
| | 0.27 | % | | 0.66 | % |
Total equity securities (cost of $939.1 and $1,239.4 at
December 31, 2014 and 2013, respectively) | 1,011.3 |
| | 1,381.2 |
| | 3.89 | % | | 5.14 | % |
| Partnership and LLC interests: |
| | | |
| | |
Fund Investments (cost of $840.9 and $961.8 at
December 31, 2014 and 2013, respectively) | 800.0 |
| | 880.1 |
| | 3.07 | % | | 3.27 | % |
| Assets of the CLOs |
| | | |
| | |
| Bonds | 1,081.3 |
| | 932.8 |
| | 4.15 | % | | 3.48 | % |
| Equity | 9.7 |
| | 3.6 |
| | 0.04 | % | | 0.01 | % |
| Loans | 4,208.5 |
| | 4,698.7 |
| | 16.17 | % | | 17.47 | % |
| Other | 1.5 |
| | 2.0 |
| | 0.01 | % | | 0.01 | % |
Total assets of the CLOs (cost of $5,429.1 and $5,898.6 at
December 31, 2014 and 2013, respectively) | 5,301.0 |
| | 5,637.1 |
| | 20.37 | % | | 20.97 | % |
| Total Europe | $ | 7,112.3 |
| | $ | 7,898.4 |
| | 27.33 | % | | 29.38 | % |
| Global |
| | | |
| | |
| Equity securities: |
| | | |
| | |
Food, Beverage & Tobacco (cost of $85.6 and $126.9 at
December 31, 2014 and 2013, respectively) | $ | 110.8 |
| | $ | 338.8 |
| | 0.43 | % | | 1.26 | % |
| Assets of the CLOs |
| | | |
| | |
| Bonds | 12.7 |
| | 32.1 |
| | 0.05 | % | | 0.12 | % |
| Loans | 461.6 |
| | 233.6 |
| | 1.77 | % | | 0.87 | % |
Total assets of the CLOs (cost of $480.6 and $261.8 at
December 31, 2014 and 2013, respectively) | 474.3 |
| | 265.7 |
| | 1.82 | % | | 0.99 | % |
| Partnership and LLC interests: |
| | | |
| | |
Fund Investments (cost of $452.7 and $522.0 at
December 31, 2014 and 2013, respectively) | 492.5 |
| | 484.2 |
| | 1.89 | % | | 1.80 | % |
| Total Global | $ | 1,077.6 |
| | $ | 1,088.7 |
| | 4.14 | % | | 4.05 | % |
| Total investments of Consolidated Funds (cost of $22,393.9 and $22,665.7 at December 31, 2014 and 2013, respectively) | $ | 26,028.8 |
| | $ | 26,886.4 |
| | 100.00 | % | | 100.00 | % |
|
| | | | | | | | | | | | | |
| Europe | | | | | | | |
| Equity securities: | | | | | | | |
| Other | 5.7 |
| | $ | 9.6 |
| | 0.13 | % | | 0.25 | % |
Total equity securities (cost of $28.1 and $97.0 at
December 31, 2017 and 2016, respectively) | 5.7 |
| | 9.6 |
| | 0.13 | % | | 0.25 | % |
| Assets of the CLOs: |
| | | |
| | |
| Bonds | 368.5 |
| | 377.7 |
| | 8.13 | % | | 9.70 | % |
| Loans | 2,369.9 |
| | 1,403.9 |
| | 52.26 | % | | 36.06 | % |
| Other | 0.3 |
| | 1.4 |
| | — | % | | 0.03 | % |
Total assets of the CLOs (cost of $2,745.1 and $1,777.0 at
December 31, 2017 and 2016, respectively) | 2,738.7 |
| | 1,783.0 |
| | 60.39 | % | | 45.79 | % |
| Total Europe | $ | 2,744.4 |
| | $ | 1,792.6 |
| | 60.52 | % | | 46.04 | % |
| Global |
| | | |
| | |
| Assets of the CLOs: |
| | | |
| | |
| Bonds | $ | 8.3 |
| | $ | 6.2 |
| | 0.18 | % | | 0.16 | % |
| Loans | 98.4 |
| | 140.0 |
| | 2.17 | % | | 3.59 | % |
Total assets of the CLOs (cost of $107.7 and $147.9 at
December 31, 2017 and 2016, respectively) | 106.7 |
| | 146.2 |
| | 2.35 | % | | 3.75 | % |
| Total Global | $ | 106.7 |
| | $ | 146.2 |
| | 2.35 | % | | 3.75 | % |
| Total investments of Consolidated Funds (cost of $4,542.0 and $3,980.5 at December 31, 2017 and 2016, respectively) | $ | 4,534.3 |
| | $ | 3,893.7 |
| | 100.00 | % | | 100.00 | % |
There were no individual investments with a fair value greater than five percent of the Partnership’s total assets for any period presented.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Interest and Other Income of Consolidated Funds
The components of interest and other income of Consolidated Funds are as follows:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Interest income from investments | $ | 864.9 |
| | $ | 876.8 |
| | $ | 772.8 |
| $ | 167.3 |
| | $ | 140.4 |
| | $ | 873.1 |
|
| Other income | 91.1 |
| | 166.3 |
| | 130.7 |
| 10.4 |
| | 26.5 |
| | 102.4 |
|
| Total | $ | 956.0 |
| | $ | 1,043.1 |
| | $ | 903.5 |
| $ | 177.7 |
| | $ | 166.9 |
| | $ | 975.5 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Net Investment Gains (Losses) of Consolidated Funds
Net investment gains (losses) of Consolidated Funds include net realized gains (losses) from sales of investments and unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of net investment gains (losses) of Consolidated Funds are as follows:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Gains from investments of Consolidated Funds | $ | 857.7 |
| | $ | 1,390.5 |
| | $ | 2,680.6 |
| $ | 27.0 |
| | $ | 51.7 |
| | $ | 426.2 |
|
| Gains (losses) from liabilities of CLOs | 27.2 |
| | (695.1 | ) | | (927.8 | ) | 61.4 |
| | (40.5 | ) | | 436.5 |
|
| Gains on other assets of CLOs | 2.1 |
| | 1.3 |
| | 5.2 |
| — |
| | 1.9 |
| | 1.7 |
|
| Total | $ | 887.0 |
| | $ | 696.7 |
| | $ | 1,758.0 |
| $ | 88.4 |
| | $ | 13.1 |
| | $ | 864.4 |
|
The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Realized gains | $ | 1,107.4 |
| | $ | 662.0 |
| | $ | 829.5 |
|
| Net change in unrealized gains (losses) | (249.7 | ) | | 728.5 |
| | 1,851.1 |
|
| Total | $ | 857.7 |
| | $ | 1,390.5 |
| | $ | 2,680.6 |
|
The Carlyle Group L.P. |
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Realized gains (losses) | $ | (54.0 | ) | | $ | (33.4 | ) | | $ | 1,114.7 |
|
| Net change in unrealized gains (losses) | 81.0 |
| | 85.1 |
| | (688.5 | ) |
| Total | $ | 27.0 |
| | $ | 51.7 |
| | $ | 426.2 |
|
Notes to the Consolidated Financial Statements
7.6. Intangible Assets and Goodwill
The following table summarizes the carrying amount of intangible assets as of December 31, 20142017 and 2013:2016:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
Acquired contractual rights(1) | $ | 81.4 |
| | $ | 74.1 |
|
Acquired trademarks(1) | 1.2 |
| | 1.0 |
|
| Accumulated amortization | (57.8 | ) | | (43.2 | ) |
| Finite-lived intangible assets, net | 24.8 |
| | 31.9 |
|
Goodwill(1) | 11.1 |
| | 10.1 |
|
| Intangible assets, net | $ | 35.9 |
| | $ | 42.0 |
|
(1) Changes in the carrying amounts of acquired contractual rights, acquired trademarks, and goodwill are due to foreign currency translation.
As of December 31, 2017, all of the remaining finite-lived intangible assets, net, are associated with the Partnership's Investment Solutions segment.
|
| | | | | | | |
| | As of December 31, |
| | 2014 | | 2013 |
| | (Dollars in millions) |
| Acquired contractual rights | $ | 843.0 |
| | $ | 826.1 |
|
| Acquired trademarks | 6.7 |
| | 6.9 |
|
| Accumulated amortization | (455.1 | ) | | (290.5 | ) |
| Finite-lived intangible assets, net | 394.6 |
| | 542.5 |
|
| Goodwill | 47.5 |
| | 40.3 |
|
| Intangible assets, net | $ | 442.1 |
| | $ | 582.8 |
|
The following table summarizesAs discussed in Note 2, the Partnership reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of goodwill by segment as of December 31, 2014. There was no goodwill associated with the Partnership’s Corporate Private Equity and Real Assets segments.
|
| | | | | | | | | | | |
| | Global Market Strategies | | Investment Solutions | | Total |
| | (Dollars in millions) |
| Balance as of December 31, 2013 | $ | 28.0 |
| | $ | 12.3 |
| | $ | 40.3 |
|
| Goodwill acquired during the period | — |
| | 8.6 |
| | 8.6 |
|
| Foreign currency translation | — |
| | (1.4 | ) | | (1.4 | ) |
| Balance as of December 31, 2014 | $ | 28.0 |
| | $ | 19.5 |
| | $ | 47.5 |
|
On February 3, 2014, the Partnership acquired 100% of the equity interests in DGAM. As part of the accounting for the purchase, the Partnershipasset may not be recoverable. No impairment losses were recorded $8.6 million of goodwill. See Note 3 for more information on this acquisition.
Duringduring the years ended December 31, 20142017 and 2013,2016. During the year ended December 31, 2015, the Partnership evaluated for indicators of impairment certain definite-lived intangible assets associated with acquired contractual rights for fee income based on revisions to the related expected future cash flow. Theincome. These intangible assets are included in the Global Market Strategies segment.Credit and Investment Solutions segments. The Partnership recorded impairment losses, primarily as a result of the redemptions received on the open-ended credit hedge funds in the Global Credit segment and with the open-ended fund of hedge funds in the Investment Solutions segment, of $186.6 million and $15.0 million, respectively, during the year ended December 31, 2015. Additionally, the Partnership recorded a $7.0 million goodwill impairment charge during the year ended December 31, 2015 as a result of the Partnership's decision to restructure the Investment Solutions segment. Finally, the Partnership recorded an additional impairment loss of $66.2 million and $20.8$11.8 million for the yearsyear ended December 31, 2014 and 2013, respectively,2015 to reduce the carrying value of theother Global Credit intangible assets to their estimated fair value. Fair
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The fair value wasdeterminations were based on a probability-weighted discounted cash flow model. ThisThese fair value measurement wasmeasurements were based on significant inputs not observable in the market (primarily discount rates ranging from 10% to 20%) and thus represented a Level III measurementmeasurements as defined in the accounting guidance for fair value measurements. The impairment loss waslosses were included in general, administrative and other expenses in the accompanying consolidated financial statements for the years ended December 31, 2014 and 2013.statements.
Intangible asset amortization expense, excluding impairment losses, was $103.0$10.1 million, $117.9$42.5 million and $85.6$76.1 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively, and is included in general, administrative, and other expenses in the consolidated statements of operations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes the estimatedexpected amortization expense for 20152018 through 20192022 and thereafter (Dollars in millions):
|
| | | |
| | |
| 2015 | $ | 87.1 |
|
| 2016 | 72.8 |
|
| 2017 | 69.0 |
|
| 2018 | 61.9 |
|
| 2019 | 51.1 |
|
| Thereafter | 52.7 |
|
| | $ | 394.6 |
|
|
| | | |
| | |
| 2018 | $ | 9.8 |
|
| 2019 | 6.0 |
|
| 2020 | 6.0 |
|
| 2021 | 3.0 |
|
| | $ | 24.8 |
|
8.7. Borrowings
The Partnership borrows and enters into credit agreements for its general operating and investment purposes. The Partnership’s borrowingsdebt obligations consist of the following (Dollars in millions):
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | Borrowing
Outstanding | | Carrying
Value | | Borrowing
Outstanding | | Carrying
Value | Borrowing
Outstanding | | Carrying
Value | | Borrowing
Outstanding | | Carrying
Value |
| Term Loan Due 8/09/2018 | $ | 25.0 |
| | $ | 25.0 |
| | $ | 25.0 |
| | $ | 25.0 |
| |
Term Loan (1) | 15.2 |
| | 15.2 |
| | 17.4 |
| | 17.4 |
| |
| Senior Credit Facility Term Loan Due 5/05/2020 | | $ | 25.0 |
| | $ | 24.8 |
| | $ | 25.0 |
| | $ | 24.7 |
|
| CLO Term Loans (See below) | | 294.5 |
| | 294.5 |
| | 33.8 |
| | 33.8 |
|
| 3.875% Senior Notes Due 2/01/2023 | 500.0 |
| | 499.9 |
| | 500.0 |
| | 499.8 |
| 500.0 |
| | 497.6 |
| | 500.0 |
| | 497.2 |
|
| 5.625% Senior Notes Due 3/30/2043 | 600.0 |
| | 606.8 |
| | 400.0 |
| | 398.4 |
| 600.0 |
| | 600.7 |
| | 600.0 |
| | 600.7 |
|
| | $ | 1,140.2 |
| | $ | 1,146.9 |
| | $ | 942.4 |
| | $ | 940.6 |
| |
| Promissory Note Due 1/01/2022 | | 108.8 |
| | 108.8 |
| | 108.8 |
| | 108.8 |
|
| Promissory Notes Due 7/15/2019 | | 47.2 |
| | 47.2 |
| | — |
| | — |
|
| Total debt obligations | | $ | 1,575.5 |
| | $ | 1,573.6 |
| | $ | 1,267.6 |
| | $ | 1,265.2 |
|
| |
(1) | Due the earlier of September 28, 2018 or the date that the CLO is dissolved. |
Senior Credit Facility
TheAs of December 31, 2017, the senior credit facility includes $500.0included $25.0 million in a term loan and $750.0 million in a revolving credit facility. TheAs of December 31, 2017, the term loan and revolving credit facility were scheduled to mature on August 9, 2018.May 5, 2020. Principal amounts outstanding under the term loan and revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.75%, or (b) at LIBOR plus an applicable margin not to exceed 1.75% (1.41%(at December 31, 2017, the interest rate was 2.60%). There was no amount outstanding under the revolving credit facility at December 31, 2014). During the first quarter of 2013, the Partnership prepaid $475.0 million of term loan principal that would have been due beginning in September 2014 and expensed $1.9 million of deferred financing costs in interest expense. The remaining outstanding principal amount under the term loan is payable on August 9, 2018.2017. Interest expense under the senior credit facility was $3.5 million, $7.2 million and $20.4 millionnot significant for the years ended December 31, 2014, 20132017, 2016 and 2012, respectively.2015. The fair value of the outstanding balances of the term loan and revolving credit facility at December 31, 20142017 and 20132016 approximated par value based on current market rates for similar debt instruments and are classified as Level III within the fair value hierarchy.
Other Borrowings
On October 3, 2013,April 6, 2017, the Partnership borrowed €12.6$250.0 million ($15.2against the $750.0 million at December 31, 2014) under a term loan and security agreement with a financial institution. Proceeds from the borrowing were used to fund the Partnership’s investmentrevolving credit facility. This amount was repaid in a CLO. Interestfull on the term loan accrues at EURIBOR plus 1.75% (1.83% at December 31, 2014). The Partnership may prepay the facility in whole or in part at any time without penalty. The facility is scheduled to mature on the earlier of 5 years after closing or the date that the CLO is dissolved. The facility is secured by the Partnership’s investment in the CLO. Interest expense was not significant for the year ended December 31, 2014 and 2013. The fair value of the outstanding balance of theJune 2, 2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
CLO Term Loans
For certain of our CLOs, the Partnership finances a portion of its investment in the CLOs through the proceeds received from term loans with financial institutions. The Partnership's outstanding CLO term loans consist of the following (Dollars in millions):
|
| | | | | | | | | | | | | | |
| Formation Date | | Borrowing
Outstanding
December 31, 2017 | | | Borrowing Outstanding December 31, 2016 | | Maturity Date (1) | | Interest Rate as of December 31, 2017 | |
| October 3, 2013 | | $ | — |
| (2) | | $ | 13.2 |
| (2) | September 28, 2018 | | NA | (3) |
| June 7, 2016 | | 20.6 |
| | | 20.6 |
| | July 15, 2027 | | 3.16% | (4) |
| February 28, 2017 | | 74.3 |
| | | — |
| | September 21, 2029 | | 2.33% | (5) |
| April 19, 2017 | | 22.8 |
| | | — |
| | April 22, 2031 | | 3.29% | (6) (15) |
| June 28, 2017 | | 23.1 |
| | | — |
| | July 22, 2031 | | 3.29% | (7) (15) |
| July 20, 2017 | | 24.4 |
| | | — |
| | April 21, 2027 | | 2.90% | (8) (15) |
| August 2, 2017 | | 22.8 |
| | | — |
| | July 23, 2029 | | 3.17% | (9) (15) |
| August 2, 2017 | | 20.9 |
| | | — |
| | August 3, 2022 | | 1.75% | (10) |
| August 14, 2017 | | 22.6 |
| | | — |
| | August 15, 2030 | | 3.26% | (11) (15) |
| November 30, 2017 | | 22.7 |
| | | — |
| | January 16, 2030 | | 3.12% | (12) (15) |
| December 6, 2017 | | 19.1 |
| | | — |
| | October 16, 2030 | | 3.01% | (13) (15) |
| December 7, 2017 | | 21.2 |
| | | — |
| | January 19, 2029 | | 2.73% | (14) (15) |
| | | $ | 294.5 |
| | | $ | 33.8 |
| | | | | |
(1) Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2) Original borrowing of €12.6 million.
(3) Note paid off in 2017.
(4) Incurs interest at the weighted average rate of the underlying senior notes.
| |
| (5) | Original borrowing of €61.8 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement. |
| |
| (6) | Incurs interest at LIBOR plus 1.932%. |
| |
| (7) | Incurs interest at LIBOR plus 1.923%. |
| |
| (8) | Incurs interest at LIBOR plus 1.536%. |
| |
| (9) | Incurs interest at LIBOR plus 1.808%. |
| |
| (10) | Original borrowing of €17.4 million; incurs interest at LIBOR plus 1.75% and has full recourse to the Partnership. |
| |
| (11) | Incurs interest at LIBOR plus 1.848%. |
| |
| (12) | Incurs interest at LIBOR plus 1.7312%. |
| |
| (13) | Incurs interest at LIBOR plus 1.647%. |
| |
| (14) | Incurs interest at LIBOR plus 1.365%. |
| |
| (15) | Term loan issued under master credit agreement. |
The CLO term loans are secured by the Partnership's investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense on these term loans was not significant for the years ended December 31, 2017, 2016 and 2015. The fair value of the outstanding balance of the CLO term loans at December 31, 20142017 and 20132016 approximated par value based on current market rates for similar debt instruments and isinstruments. These CLO term loans are classified as Level III within the fair value hierarchy.
European CLO Financing - February 28, 2017
On February 28, 2017, a subsidiary of the Partnership entered into a financing agreement with several financial institutions under which these financial institutions provided a €61.8 million term loan ($74.3 million at December 31, 2017) to the Partnership. This term loan is secured by the Partnership’s investments in the retained notes in certain European CLOs that were formed in 2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO retained notes have been redeemed. The Partnership may prepay the term loan in whole or in part at any time after the third anniversary of the date of issuance without penalty. Prepayment of the term loan within the first three years will
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
incur a penalty based on the prepayment amount. Interest on this term loan accrues at EURIBOR plus applicable margins (2.33% at December 31, 2017).
Master Credit Agreement - Term Loans
In January 2017, the Partnership entered into a master credit agreement with a financial institution under which the financial institution expects to provide term loans to the Partnership for the purchase of eligible interests in CLOs. This agreement will terminate in January 2020. Any term loan issued under this master credit agreement is secured by the Partnership’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Any term loan bears interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes and an applicable margin. Interest is due quarterly.
3.875% Senior Notes
In January 2013, an indirect finance subsidiary of the Partnership issued $500.0 million in aggregate principal amount of 3.875% senior notes due February 1, 2023 at 99.966% of par. Interest is payable semi-annually on February 1 and August 1, beginning August 1, 2013. This subsidiary may redeem the senior notes in whole at any time or in part from time to time at a price equal to the greater of 100% of the principal amount of the notes being redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semi-annual basis at the Treasury rate plus 30 basis points plus accrued and unpaid interest on the principal amounts being redeemed to the redemption date.
Interest expense on the notes was $19.8 million and $18.9 million for the yearyears ended December 31, 20142017, 2016 and 2013, respectively.2015. At December 31, 20142017 and 2013,2016, the fair value of the notes, including accrued interest, was approximately $513.1$520.4 million and $479.6$512.8 million, respectively, based on indicative quotes andquotes. The notes are classified as Level II within the fair value hierarchy.
5.625% Senior Notes
In March 2013, an indirect finance subsidiary of the Partnership issued $400.0 million in aggregate principal amount of 5.625% senior notes due March 30, 2043 at 99.583% of par. Interest is payable semi-annually on March 30 and September 30, beginning September 30, 2013. This subsidiary may redeem the senior notes in whole at any time or in part from time to time at a price equal to the greater of 100% of the principal amount of the notes being redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semi-annual basis at the Treasury rate plus 40 basis points plus accrued and unpaid interest on the principal amounts being redeemed to the redemption date.
In March 2014, an indirect finance subsidiary of the Partnership issued $200.0 million of 5.625% Senior Notes due March 3,30, 2043 at 104.315% of par. The net proceeds from the issuance of these notes are being used for general corporate purposes, including investments in Carlyle’s funds as well as investment capital for acquisitions of new fund platforms and strategies or other growth initiatives, to drive innovation across the broader Carlyle platform. These notes were issued as additional 5.625% Senior Notes and will be treated as a single class with the already outstanding $400.0 million aggregate principal amount of these senior notes.
Interest expense on the notes was $31.6 million and $17.1$33.7 million for the yearyears ended December 31, 20142017, 2016 and 2013.2015, respectively. At December 31, 20142017 and 2013,2016, the fair value of the notes, including accrued interest, was approximately $699.2$696.3 million and $398.1$603.1 million, respectively, based on indicative quotes and isquotes. The notes are classified as Level II within the fair value hierarchy.
Interest Rate SwapsPromissory Notes
The Partnership is subject to interest rate risk associated with its variable rate debt financing. To manage this risk,Promissory Note Due January 1, 2022
On January 1, 2016, the Partnership has an outstanding interest rate swapissued a $120.0 million promissory note to fixBNRI as a result of a contingent consideration arrangement entered into in 2012 between the basePartnership and BNRI as part of the Partnership's strategic investment in NGP (see Note 5). Interest on the promissory note accrues at the three month LIBOR interest rate on its term loan borrowings with a notional amount of $425.0 millionplus 2.50% (4.19% at December 31, 2014 that amortizes through September 30, 2016.
In2017). The Partnership may prepay the first quarter of 2013, $475.0 million of term loan principalpromissory note in whole or in part at any time without penalty. The promissory note is scheduled to mature on January 1, 2022. Interest expense on the promissory note was prepaid. As a result of these term loan prepayments,not significant for the interest rate swap is no longer accounted for as a cash flow hedge; the interest rate swap is accounted for as a freestanding derivative instrument recorded atyear ended December 31, 2017. The fair value each period with changes in fair value recorded through earnings. The pre-existing hedge loss included in accumulated other comprehensive loss for this interest rate swap of $8.8 million is being reclassified into earnings as the original forecasted transactions affect earnings.
In March 2013,outstanding balance of the Partnership entered into a second interest rate swap with a notional amount of $400.0 millionpromissory note at December 31, 2014 that amortizes through September 30, 2016. This interest rate swap2017 approximated par value based on current market rates for similar debt instruments and is accounted forclassified as a freestanding derivative instrument recorded atLevel III within the fair value each period with changes in fair value recorded through earnings.hierarchy.
In December 2016, the Partnership repurchased $11.2 million of the promissory note for a purchase price of approximately $9.0 million. Approximately $108.8 million of the promissory note is outstanding at December 31, 2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Promissory Notes Due July 15, 2019
In June 2017, as part of the settlement with investors in two commodities investment vehicles managed by an affiliate of the Partnership (disclosed in Note 9), the Partnership issued a series of promissory notes, aggregating to $53.9 million, to the investors of these commodities investment vehicles. Interest on these promissory notes accrues at the three month LIBOR plus 2% (3.36% at December 31, 2017). The Partnership may prepay these promissory notes in whole or in part at any time without penalty. In October 2017, the Partnership repaid $6.7 million of these promissory notes. Accordingly, $47.2 million of these promissory notes are outstanding at December 31, 2017. These promissory notes are scheduled to mature on July 15, 2019. Interest expense on these promissory notes was not significant for the year ended December 31, 2017. The fair value of the outstanding balance of these promissory notes at December 31, 2017 approximated par value based on current market rates for similar debt instruments and is classified as Level III within the fair value hierarchy.
Debt Covenants
The Partnership is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Partnership is also subject to various non-financial covenants under its loan agreements and and the indentures governing its senior notes. The Partnership was in compliance with all financial and non-financial covenants under its various loan agreements as of December 31, 2014.2017.
The consolidated real estate VIE was not in compliance with the debt covenants related to substantially all of its loans payable as of December 31, 2014 (see Note 17); such violations do not cause a default or event of default under the Partnership’s senior credit facility, 2013 term loan, senior notes, or the loans payable of Consolidated Funds.
Loans Payable of Consolidated Funds
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the consolidated balance sheets.
As of December 31, 20142017 and 2013,2016, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):
| | | | As of December 31, 2014 | As of December 31, 2017 |
| | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years |
| Senior secured notes | $ | 15,104.2 |
| | $ | 14,757.5 |
| | 1.68 | % | |
| | 9.21 | $ | 4,128.3 |
| | $ | 4,100.5 |
| | 2.16 | % | |
| | 11.44 |
| Subordinated notes and preferred shares | 1,242.3 |
| | 1,278.8 |
| | N/A |
| | (a) | | 8.28 | |
| Combination notes | 15.0 |
| | 15.9 |
| | N/A |
| | (b) | | 7.14 | |
| Subordinated notes, preferred shares, and other | | 195.2 |
| | 203.3 |
| | N/A |
| | (a) | | 9.85 |
| Total | $ | 16,361.5 |
| | $ | 16,052.2 |
| | | | $ | 4,323.5 |
| | $ | 4,303.8 |
| | | |
| | | | As of December 31, 2013 | As of December 31, 2016 |
| | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years |
| Senior secured notes | $ | 14,319.8 |
| | $ | 13,910.4 |
| | 1.41 | % | |
| | 8.97 | $ | 3,681.0 |
| | $ | 3,672.5 |
| | 2.45 | % | |
| | 10.22 |
| Subordinated notes and preferred shares | 1,399.3 |
| | 1,294.0 |
| | N/A |
| | (a) | | 8.18 | |
| Combination notes | 15.2 |
| | 16.3 |
| | N/A |
| | (b) | | 8.13 | |
| Subordinated notes, preferred shares, and other | | 195.6 |
| | 193.8 |
| | N/A |
| | (a) | | 9.26 |
| Total | $ | 15,734.3 |
| | $ | 15,220.7 |
| | | | $ | 3,876.6 |
| | $ | 3,866.3 |
| | | |
| |
| (a) | The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs. |
| |
(b) | The combination notes do not have contractual interest rates and have recourse only to the securities specifically held to collateralize such combination notes. |
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of December 31, 20142017 and 2013,2016, the fair value of the CLO assets was $17.6$4.9 billion and $16.9$4.7 billion, respectively.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
9.Contingent Consideration
The Partnership has contingent consideration obligations related to its business acquisitions and strategic investments. The changes in the contingent consideration liabilities are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| | Rollforward For The Years Ended December 31, 2014 and 2013 |
| | Amounts payable to the sellers who are Carlyle professionals | | | | |
| | Performance-based
contingent cash
consideration | | Performance-based
contingent equity
consideration | | Employment-based
contingent cash
consideration | | Contingent
cash and other
consideration
payable to non-
Carlyle personnel | | Total |
| Balance at December 31, 2012 | $ | 158.6 |
| | $ | 57.6 |
| | $ | 96.2 |
| | $ | 28.1 |
|
| $ | 340.5 |
|
| Contingent consideration from new acquisition / investments | — |
| | — |
| | — |
| | 7.0 |
|
| 7.0 |
|
| Change in carrying value | 5.4 |
| | (23.0 | ) | | 52.5 |
| | 8.4 |
|
| 43.3 |
|
| Payments | (18.9 | ) | | (2.3 | ) | | — |
| | (2.7 | ) |
| (23.9 | ) |
| Issuances of equity | — |
| | (16.6 | ) | | — |
| | — |
|
| (16.6 | ) |
| Balance at December 31, 2013 | 145.1 |
| | 15.7 |
| | 148.7 |
| | 40.8 |
|
| 350.3 |
|
| Contingent consideration from new acquisition / investments | — |
| | — |
| | — |
| | — |
|
| — |
|
| Change in carrying value | (27.6 | ) | | (2.9 | ) | | 10.1 |
| | 169.2 |
| (a) | 148.8 |
|
| Payments | (90.7 | ) | | — |
| | (1.2 | ) | | (7.2 | ) |
| (99.1 | ) |
| Issuances of equity | — |
| | (12.8 | ) | | (0.8 | ) | | (1.8 | ) |
| (15.4 | ) |
| Balance at December 31, 2014 | $ | 26.8 |
| | $ | — |
| | $ | 156.8 |
| | $ | 201.0 |
|
| $ | 384.6 |
|
| |
(a) | Refer to Note 6 for information on the contingent consideration payable to BNRI from the strategic investment in NGP. |
The fair value of the performance-based contingent cash and equity consideration payable to the sellers who are Carlyle professionals has been recorded in due to affiliates in the accompanying consolidated balance sheets. These payments are not contingent upon the Carlyle professional being employed by Carlyle at the time that the performance conditions are met. For periods prior to the reorganization and initial public offering in May 2012, the change in the fair value of this contingent consideration was recorded directly in partners’ capital in the consolidated balance sheets. For periods subsequent to the reorganization and initial public offering, changes in the fair value of these amounts are recorded in other non-operating (income) expenses in the consolidated statements of operations. The portion of the contingent consideration payment attributable to the initial amount recorded as part of the consideration transferred is classified as cash flows from financing activities. The portion of the contingent consideration payment that is attributable to the subsequent changes in the fair value of the contingent consideration is classified as cash flows from operating activities in the consolidated statements of cash flows.
The amount of employment-based contingent cash consideration payable to the sellers who are Carlyle professionals has been recorded as accrued compensation and benefits in the accompanying consolidated balance sheets. For periods prior to the reorganization and initial public offering in May 2012, the change in the value of this contingent consideration was recorded in partners’ capital in the consolidated balance sheets. For periods subsequent to the reorganization and initial public offering, changes in the value of these amounts are recorded as compensation expense in the consolidated statements of operations.
The fair value of contingent consideration payable to non-Carlyle personnel is included in accounts payable, accrued expenses and other liabilities, or due to affiliates for amounts payable to NGP, in the accompanying consolidated balance sheets. Changes in the fair value of this contingent consideration are recorded in other non-operating (income) expenses, or investment income in the case of amounts payable to NGP, in the consolidated statements of operations. Included in the change in carrying value for the year ended December 31, 2014 is $159.8 million related to the accrual of contingent consideration payable to BNRI (See Note 6). This amount was capitalized into the carrying value of the Partnership's equity method investment in NGP.
The fair values of the performance-based contingent cash consideration for business acquisitions were based on probability-weighted discounted cash flow models. These fair value measurements are based on significant inputs not observable in the market and thus represent Level III measurements as defined in the accounting guidance for fair value
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
measurement. As of December 31, 2013, the fair value of the contingently issuable Carlyle Holdings partnership units was based principally by reference to the quoted price of the Partnership’s common units. This fair value measurement was based on inputs that are not directly observable but are corroborated by observable market data and thus represents a Level II measurement as defined in the accounting guidance for fair value measurement. Refer to Note 4 for additional disclosures related to the fair value of these instruments as of December 31, 2014 and 2013.
The following table represents the maximum amounts that could be paid from contingent cash obligations associated with the business acquisitions and the strategic investment in NGP Management:
|
| | | | | | | | | | | | | | | |
| | As of December 31, 2014 |
| | Business
Acquisitions | | NGP
Investment | | Total | | Liability
Recognized on
Financial
Statements (1) |
| | | | (Dollars in millions) | | |
| Performance-based contingent cash consideration | $ | 231.9 |
| | $ | 183.0 |
| | $ | 414.9 |
| | $ | 227.8 |
|
| Employment-based contingent cash consideration | 260.5 |
| | 45.0 |
| | 305.5 |
| | 156.8 |
|
| Total maximum cash obligations | $ | 492.4 |
| | $ | 228.0 |
| | $ | 720.4 |
| | $ | 384.6 |
|
| |
(1) | On the consolidated balance sheet, the liability for performance-based contingent cash consideration is included in due to affiliates (for amounts owed to Carlyle professionals and NGP) and accounts payable, accrued expenses, and other liabilities (for amounts owed to other sellers), and the liability for employment-based contingent cash consideration is included in accrued compensation and benefits. |
Some of the employment-based contingent cash consideration agreements do not contain provisions limiting the amount that could be paid by the Partnership. For purposes of the table above, the Partnership has used its current estimate of the amount to be paid upon the determination dates for such payments. In the consolidated financial statements, the Partnership records the performance-based contingent cash consideration from business acquisitions at fair value at each reporting period. For the employment-based contingent cash consideration, the Partnership accrues the compensation liability over the implied service period.
10.8. Accrued Compensation and Benefits
Accrued compensation and benefits consist of the following:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Accrued performance fee-related compensation | $ | 1,815.4 |
| | $ | 1,661.8 |
| $ | 1,894.8 |
| | $ | 1,307.4 |
|
| Accrued bonuses | 229.6 |
| | 238.0 |
| 202.6 |
| | 177.2 |
|
| Employment-based contingent cash consideration | 156.8 |
| | 148.7 |
| |
| Other | 110.7 |
| | 204.5 |
| 125.2 |
| | 177.2 |
|
| Total | $ | 2,312.5 |
| | $ | 2,253.0 |
| $ | 2,222.6 |
| | $ | 1,661.8 |
|
Certain employees of AlpInvest are covered by defined benefit pension plans sponsored by AlpInvest. As of December 31, 20142017 and 2013,2016, the benefit obligation of those pension plans totaled approximately $59.1$73.4 million and $58.0$61.9 million, respectively. As of December 31, 20142017 and 2013,2016, the fair value of the plans’ assets was approximately $50.0$56.3 million and $51.2$46.3 million, respectively. At December 31, 20142017 and 2013,2016, the Partnership recognized a liability of $9.1$17.1 million and $6.8$15.6 million, respectively, representing the funded status of the plans, which was included in accrued compensation and benefits in the accompanying consolidated financial statements. For the years ended December 31, 2014, 20132017, 2016 and 2012,2015, the net periodic benefit cost recognized was $2.4$4.2 million, $2.9$2.5 million and $3.1$2.8 million, respectively, which is included in base compensation expense in the accompanying consolidated financial statements. No other employees of the Partnership are covered by defined benefit pension plans.
11.9. Commitments and Contingencies
Capital CommitmentsOther Contingencies
In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. We discuss certain of these matters in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.
Carlyle Common Units and Carlyle Holdings Partnership Units
Rollforwards of the outstanding Carlyle Group L.P. common units and Carlyle Holdings partnership units for the years ended December 31, 2017 and 2016 are as follows:
|
| | | | | | | | | | | | | | | | | |
| Units as of
December 31,
2016 |
| Units Issued - DRUs |
| Units
Forfeited |
| Units
Exchanged |
| Units
Repurchased / Retired |
| Units as of
December 31,
2017 |
| The Carlyle Group L.P. common units | 84,610,951 |
|
| 8,907,265 |
|
| — |
|
| 6,596,624 |
|
| (14,190 | ) |
| 100,100,650 |
|
| Carlyle Holdings partnership units | 241,847,796 |
|
| — |
|
| (437,314 | ) |
| (6,596,624 | ) |
| — |
|
| 234,813,858 |
|
| Total | 326,458,747 |
|
| 8,907,265 |
|
| (437,314 | ) |
| — |
|
| (14,190 | ) |
| 334,914,508 |
|
|
| | | | | | | | | | | | | | | | | |
| | Units as of December 31, 2015 | | Units Issued - DRUs | | Units Forfeited | | Units Exchanged | | Units Repurchased / Retired | | Units as of December 31, 2016 |
| The Carlyle Group L.P. common units | 80,408,702 |
| | 6,860,931 |
| | — |
| | 923,017 |
| | (3,581,699 | ) | | 84,610,951 |
|
| Carlyle Holdings partnership units | 243,619,604 |
| | — |
| | (748,791 | ) | | (923,017 | ) | | (100,000 | ) | | 241,847,796 |
|
| Total | 324,028,306 |
| | 6,860,931 |
| | (748,791 | ) | | — |
| | (3,681,699 | ) | | 326,458,747 |
|
The Carlyle Group L.P. common units issued during the period from December 31, 2016 through December 31, 2017 relate to the vesting of the Partnership’s deferred restricted common units during the year ended December 31, 2017. Further, The Carlyle Group L.P. common units in the table above includes 7,782 common units that the Partnership is expected to acquire from Carlyle Holdings in future periods upon the vesting of certain of the Partnership’s unvested common units associated with the acquisition of the remaining 40% equity interest in AlpInvest in August 2013.
The Carlyle Holdings partnership units forfeited during the period from December 31, 2016 through December 31, 2017 primarily relate to unvested Carlyle Holdings partnership units that were forfeited when the holder ceased to provide services to the Partnership.
The Carlyle Holdings partnership units exchanged relate to the exchange of Carlyle Holdings partnership units held by NGP and its unconsolidated affiliates have unfunded commitmentscertain limited partners for common units on a one-for-one basis. Beginning with the second quarter of 2017, senior Carlyle professionals can exchange their Carlyle Holdings partnership units for common units on a quarterly basis, subject to entities within the following segmentsterms of the Exchange Agreement. We intend to facilitate an orderly exchange process to seek to minimize the impact on the trading price of our common units. During 2017, senior Carlyle professionals exchanged approximately 6.4 million of their Carlyle Holdings partnership units for common units.
The Carlyle Group L.P. common units repurchased during the period from December 31, 2016 through December 31, 2017 relate to units repurchased and subsequently retired as part of our unit repurchase program that was initiated in February 2016.
The total units as of December 31, 2014 (Dollars2017 as shown above exclude approximately 0.4 million common units in millions):
|
| | | |
| | |
| | Unfunded |
| | Commitments |
| Corporate Private Equity | $ | 1,915.1 |
|
| Global Market Strategies | 250.6 |
|
| Real Assets | 728.4 |
|
| Investment Solutions | 38.8 |
|
| $ | 2,932.9 |
|
Of the $2.9 billion of unfunded commitments, approximately $2.6 billion is subscribed individually by senior Carlyle professionals, operating executives and other professionals,connection with the balance fundedvesting of deferred restricted common units subsequent to December 31, 2017 that will participate in the unitholder distribution that will be paid in February 2018.
The Carlyle Group L.P. common units issued during the period from December 31, 2015 through December 31, 2016 relate to the vesting of the Partnership’s deferred restricted common units during the year ended December 31, 2016. Further, The Carlyle Group L.P. common units in the table above includes 38,911 common units that the Partnership is expected to acquire from Carlyle Holdings in future periods upon the vesting of certain of the Partnership’s unvested common units associated with the acquisition of the remaining 40% equity interest in AlpInvest in August 2013.
The Carlyle Holdings partnership units forfeited during the period from December 31, 2015 through December 31, 2016 primarily relate to unvested Carlyle Holdings partnership units that were forfeited when the holder ceased to provide services to the Partnership.
The Carlyle Holdings partnership units exchanged relate to the exchange of Carlyle Holdings partnership units held by NGP and certain limited partners for common units on a one-for-one basis.
The Carlyle Group L.P. common units and Carlyle Holdings partnership units repurchased during the period from December 31, 2015 through December 31, 2016 relate to units repurchased and subsequently retired as part of our unit repurchase program that was initiated in February 2016.
The total units as of December 31, 2016 as shown above exclude approximately 1.1 million common units in connection with the vesting of deferred restricted common units subsequent to December 31, 2016 that participated in the unitholder distribution that was paid in March 2017 and include 11,490 common units repurchased that were pending settlement as of December 31, 2016.
Critical Accounting Policies
Principles of Consolidation. The Partnership consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”). The Partnership describes the policies and procedures it uses in evaluating whether an entity is consolidated in Note 2 to the consolidated financial statements included in
this Annual Report on Form 10-K. As part of its consolidation procedures, the Partnership evaluates: (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Partnership's involvement would make it the primary beneficiary.
In evaluating whether the Partnership holds a variable interest, fees (including management fees and performance fees) that are customary and commensurate with the level of services provided, and where the Partnership does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Partnership considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest.
For those entities where the Partnership holds a variable interest, the Partnership determines whether each of these entities qualifies as a VIE and, if so, whether or not the Partnership is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties' equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, the Partnership consolidates those entities where it has concluded it is the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the Partnership is the primary beneficiary, the Partnership evaluates its economic interests in the entity held either directly or indirectly by the Partnership. In addition
Changes to these unfunded commitments,judgments could result in a change in the consolidation conclusion for a legal entity.
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Partnership mayconsolidates those entities it controls through a majority voting interest.
Performance Fees. Performance fees consist principally of the allocation of profits from time to time exercise its right to purchase additional interests in its investmentcertain of the funds that become available in the ordinary course of their operations.
Guaranteed Loans
On August 4, 2001, the Partnership entered into an agreement with a financial institution pursuant to which the Partnership is the guarantor onentitled (commonly known as carried interest). The Partnership is generally entitled to a credit facility for eligible employees investing in Carlyle sponsored funds. This credit facility renews on an annual basis, allowing for annual incremental borrowings up to an aggregate of $11.3 million, and accrues interest at the lower20% allocation (which can vary by fund) of the prime rate,net realized income or gain as defined, or three-month LIBOR plus 2%, reset quarterly (3.22% weighted-average rate at December 31, 2014)a carried interest after returning the invested capital, the allocation of preferred returns and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). AsCarried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, December 31, 2014 and 2013, approximately $7.9 million and $9.0 million, respectively, were outstanding under the credit facility and payable(ii) certain costs borne by the employees. The amount funded bylimited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return and (iv) the Partnership under this guarantee ashas decided to collect carry rather than return additional capital to limited partner investors.
While carried interest is recognized upon appreciation of December 31, 2014 was not material. Thethe funds’ investment values above certain return hurdles set forth in each respective partnership agreement, the Partnership believesrecognizes revenues attributable to performance fees based upon the likelihood of any material funding under this guarantee toamount that would be remote. The fair value of this guarantee is not significantdue pursuant to the consolidated financial statements.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Contingent Obligations (Giveback)
A liability for potential repayment of previously received performance fees of $104.4 millionfund partnership agreement at December 31, 2014, is showneach period end as accrued giveback obligations in the consolidated balance sheets, representing the giveback obligation that would need to be paid if the funds were liquidatedterminated at that date. Accordingly, the amount recognized as performance fees reflects the Partnership’s share of the gains and losses of the associated funds’ underlying investments measured at their currentthen-current fair values at December 31, 2014. However,relative to the ultimate giveback obligation, if any, does not become realized untilfair values as of the end of a fund’s life (see Note 2). The Partnership has recorded $27.7 million and $17.6 millionthe prior period. Because of unbilled receivablesthe inherent uncertainty, these estimated values may differ significantly from former and current employees and senior Carlyle professionals as of December 31, 2014 and 2013, respectively, related to giveback obligations, which are included in due from affiliates and other receivables, net in the accompanying consolidated balance sheets. Current and former senior Carlyle professionals and employees are personally responsible for their giveback obligations. The receivables are collateralized by investments made by individual senior Carlyle professionals and employees in Carlyle-sponsored funds. In addition, $336.5 million and $345.1 millionvalues that would have been withheld from distributions of carried interest to senior Carlyle professionals and employees for potential giveback obligations as of December 31, 2014 and 2013, respectively. Such amounts are held by entities not included in the accompanying consolidated balance sheets.
During 2013, the Partnership repaid $23.8 million of giveback obligations to certain funds. These amounts were funded primarily through collection of employee receivables related to giveback obligations and from contributions from non-controlling interests for their portion of the obligation. The Partnershipused had previously recognized these liabilities as unrealized performance fee losses. As a result of the giveback repayments, the Partnership reclassified these amounts to realized performance fee lossesready market for the year ended December 31, 2013.
investments existed, and it is reasonably possible that the difference could be material. If, at December 31, 2014,2017, all of the investments held by the Partnership’s FundsPartnership's funds were deemed worthless, a possibility that management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be $1.4$0.7 billion, on an after-tax basis where applicable.
LeasesSee Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for information related to performance fee allocations for various fund types, preferred return hurdle rates, the timing of performance fee revenue recognition, and the potential for performance fee revenue reversal.
The Partnership leases office space in various countries aroundPerformance Fee Related Compensation. A portion of the worldperformance fees earned is due to employees and maintains its headquarters in Washington, D.C., where it leases its primary office space under a non-cancelable lease agreement expiring on July 31, 2026. Office leases in other locations expire in various years from 2015 through 2031.advisors of the Partnership. These leasesamounts are accounted for as operating leases. Rentcompensation expense was approximately $54.5 million, $49.6 millionin conjunction with the recognition of the related
performance fee revenue and, $47.4 million foruntil paid, are recognized as a component of the years ended December 31, 2014, 2013accrued compensation and 2012, respectively,benefits liability. Accordingly, upon a reversal of performance fee revenue, the related compensation expense, if any, is also reversed.
Income Taxes. Certain of the wholly-owned subsidiaries of the Partnership and the Carlyle Holdings partnerships are subject to federal, state, local and foreign corporate income taxes at the entity level and the related tax provision attributable to the Partnership’s share of this income is included in general, administrative and other expensesreflected in the consolidated statements of operations.
financial statements. Based on applicable federal, foreign, state and local tax laws, the Partnership records a provision for income taxes for certain entities. Tax positions taken by the Partnership are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities.
The future minimum commitmentsPartnership accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the leases are as follows (Dollars in millions):
|
| | | |
| | |
| 2015 | $ | 53.3 |
|
| 2016 | 52.2 |
|
| 2017 | 48.3 |
|
| 2018 | 44.2 |
|
| 2019 | 38.7 |
|
| Thereafter | 230.0 |
|
| | $ | 466.7 |
|
Total minimum rentals to be receivedexpected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Partnership’s gross deferred tax assets when it is more likely than not that such asset will not be realized. When evaluating the realizability of the Partnership’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future under non-cancelable subleasesearnings.
The Partnership has approximately $170 million of deferred tax assets as of December 31, 2014 were $7.9 million.
The Partnership records contractual escalating minimum lease payments on a straight-line basis over2017. Changes in judgment as it relates to the termrealizability of these assets, as well as potential changes in corporate tax rates would have the effect of significantly reducing the value of the lease. Deferred rent payable underdeferred tax assets. On December 22, 2017, the leasesTax Cuts and Jobs Act was $40.4 millionenacted. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction takes effect on January 1, 2018. As a result of the reduction of the federal corporate income tax rate, the Partnership revalued its deferred tax assets and $34.8 millionliabilities as of December 31, 20142017 using the newly enacted rate. The revaluation resulted in the recognition of additional provision for income taxes of approximately $113.0 million. In addition, the Partnership's tax receivable agreement liability was reduced by approximately $71.5 million due to the reduction in the federal corporate income tax rate.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is more likely than not to be sustained upon examination. The Partnership analyzes its tax filing positions in all of the U.S. federal, state, local and 2013, respectively, andforeign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the consolidated financial statements. The Partnership recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Fair Value Measurement. U.S. GAAP establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I — inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. The Partnership does not adjust the quoted price for these instruments, even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
Level II — inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than
active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level III — inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In the absence of observable market prices, the Partnership values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management's determination of fair value is then based on the best information available in the circumstances and may incorporate management's own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described in Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K.
The valuation methodologies can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees. Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values significantly lower than the values at which investments have been reflected in prior fund net asset values would result in reduced earnings or losses for the applicable fund, the loss of potential carried interest and incentive fees and in the case of our hedge funds, management fees. Changes in values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations that we report from period to period. Also, a situation where asset values turn out to be materially different than values reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in raising additional funds. See “Risk Factors — Risks Related to Our Company — Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees.”
Equity-Method Investments. The Partnership accounts for all investments in which it has or is otherwise presumed to have significant influence, including investments in the unconsolidated funds and strategic investments, using the equity method of accounting. The carrying value of equity-method investments is determined based on amounts invested by the Partnership, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreement, less distributions received. The Partnership evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Equity-based Compensation. Compensation expense relating to the issuance of equity-based awards to Carlyle employees is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards that are not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Upon the end of the service period, compensation expense is adjusted to account for the actual forfeiture rate. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses. The grant-date fair value of equity-based awards granted to Carlyle’s non-employee directors is expensed on a straight-line basis over the vesting period. The cost of services received in exchange for an equity-based award issued to non-employees who are not directors is measured at each vesting date, and is not measured based on the grant-date fair value of the award unless the
award is vested at the grant date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period, adjusted for estimated forfeitures of awards that are not expected to vest, based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. Accordingly, the measured value of the award will not be finalized until the vesting date.
In determining the aggregate fair value of any award grants, we make judgments, among others, as to the grant-date fair value and, until January 1, 2017, estimated forfeiture rates. Each of these elements, particularly the forfeiture assumptions used in valuing our equity awards, are subject to significant judgment and variability and the impact of changes in such elements on equity-based compensation expense could be material. The Partnership adopted ASU 2016-9, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting on January 1, 2017. Upon adoption, the Partnership elected to recognize equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction is compensation expense is determined based on the specific awards forfeited during that period.
Intangible Assets and Goodwill. The Partnership’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their estimated useful lives, which range from five to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Partnership’s intangible assets include acquired contractual rights for fee income related to open-ended funds. Open-ended funds are subject to redemptions on a quarterly or more frequent basis and investors can generally decide to exit their fund investments at any time. The resulting inherent volatility in fee income derived from these contractual rights increases the degree of judgment and estimates used by management in evaluating such intangible assets for impairment. Actual results could differ from management’s estimates and assumptions and such differences could result in a material impairment.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.
Recent Accounting Pronouncements
We discuss the recent accounting pronouncements in Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.
Although our investment funds share many common themes, each of our alternative asset management asset classes runs its own investment and risk management processes, subject to our overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key investment decisions are subject to approval by both the fund-level managing directors, as well as the investment committee, which is generally comprised of one or more of the three founding partners, one “sector” head, one or more advisors and senior investment professionals associated with that particular fund. Once an investment in a portfolio company has been made, our fund teams closely monitor the performance of the portfolio company, generally through frequent contact with management and the receipt of financial and management reports.
Effect on Fund Management Fees
Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the market value of our investments in the related funds. In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the aggregate fair market value of a fund’s investments is below its cost. The proportion of our management fees that are based on NAV, primarily hedge funds, is dependent on the number and types of investment funds in existence and the current stage of
each fund’s life cycle. In 2016, we conducted a review of our Global Credit segment in order to realign and reorganize certain of the segment's operations. As a result, we have exited our hedge fund business (ESG in 2016 and Claren Road in January 2017) and, as a result of settlements reached during 2017 with investors in two commodities investment vehicles managed by Vermillion, we have completed the exit of the commodities investment advisory business and other hedge fund investment advisory businesses that we had acquired from 2010 to 2014. Therefore, for the year ended December 31, 2017, an immaterial amount of our fund management fees were based on the NAV of the applicable funds.
Effect on Performance Fees
Performance fees reflect revenue primarily from carried interest on our carry funds and incentive fees from our hedge funds. In our discussion of “Key Financial Measures” and “Critical Accounting Policies”, we disclose that performance fees are recognized upon appreciation of the valuation of our funds’ investments above certain return hurdles and are based upon the amount that would be due to Carlyle at each reporting date as if the funds were liquidated at their then-current fair values. Changes in the fair value of the funds’ investments may materially impact performance fees depending upon the respective funds’ performance to date as compared to its hurdle rate and the related carry waterfall.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 2017 on our performance fee revenue:
|
| | | | | | | |
| | 10% Increase in Total Remaining Fair Value | | 10% Decrease in Total Remaining Fair Value |
| | (Dollars in Millions) |
| Corporate Private Equity | $ | 734.7 |
| | $ | (602.8 | ) |
| Real Assets | 265.1 |
| | (387.4 | ) |
| Global Credit | 22.1 |
| | (17.4 | ) |
| Investment Solutions | 131.4 |
| | (91.3 | ) |
| Total | $ | 1,153.3 |
| | $ | (1,098.9 | ) |
The following table summarizes the incremental impact of a 10% change in Level III remaining fair value by segment as of December 31, 2017 on our performance fee revenue:
|
| | | | | | | |
| | 10% Increase in Level III Remaining Fair Value | | 10% Decrease in Level III Remaining Fair Value |
| | (Dollars in Millions) |
| Corporate Private Equity | $ | 723.0 |
| | $ | (591.4 | ) |
| Real Assets | 212.5 |
| | (351.5 | ) |
| Global Credit | 17.9 |
| | (17.0 | ) |
| Investment Solutions | 107.0 |
| | (88.4 | ) |
| Total | $ | 1,060.4 |
| | $ | (1,048.3 | ) |
The effect of the variability in performance fee revenue would be in part offset by performance fee related compensation. See also related disclosure in “Segment Analysis.”
Effect on Assets Under Management
Generally, our Fee-earning assets under management are not affected by changes in valuation. However, total assets under management is impacted by valuation changes to net asset value. The table below shows the remaining fair value and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP:
|
| | | | | | |
| | Remaining Fair Value | | Percentage Amount Classified as Level III Investments |
| | (Dollars in Millions) |
| Corporate Private Equity | $ | 42,637 |
| | 93 | % |
| Real Assets | $ | 26,376 |
| | 86 | % |
| Global Credit (1) | $ | 26,365 |
| | 98 | % |
| Investment Solutions | $ | 30,157 |
| | 97 | % |
| |
| (1) | Comprised of approximately $20.2 billion (100% Level III Investments) in our structured credit/other structured products funds, $3.9 billion (87% Level III Investments) in our carry funds, and $2.3 billion (95% Level III Investments) in our business development companies. |
Exchange Rate Risk
Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Non-U.S. dollar denominated assets and liabilities are translated at year-end rates of exchange, and the consolidated statements of operations accounts are translated at rates of exchange in effect throughout the year. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. We estimate that as of December 31, 2017, if the U.S. dollar strengthened 10% against all foreign currencies, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $84.2 million, (b) performance fees would decrease by $48.4 million and (c) investment income would increase by $6.7 million.
Interest Rate Risk
We have obligations under our term loan facility, CLO term loans, and promissory notes that accrue interest at variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows.
The term loan under our senior credit facility incurs interest at LIBOR plus an applicate rate. The CLO term loans incur interest at EURIBOR or LIBOR plus an applicable rate. The promissory notes incur interest at the three month LIBOR plus an applicable rate. We do not have any interest rate swaps in place for these borrowings.
Based on our debt obligations payable as of December 31, 2017, we estimate that interest expense relating to variable rates would increase by approximately $1.7 million on an annual basis in the event interest rates were to increase by one percentage point.
Credit Risk
Certain of our investment funds hold derivative instruments that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Unitholders of The Carlyle Group L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets.sheets of The Carlyle Group L.P. (the “Partnership”) as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2018 expressed an unqualified opinion thereon.
Adoption of ASU No. 2015-02
As discussed in Note 2 to the consolidated financial statements, the Partnership changed its evaluation of whether to consolidate certain types of legal entities in 2016 due to the adoption of ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Partnership's auditor since 2002.
Tysons, VA
February 15, 2018
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Unitholders of The Carlyle Group L.P.
Opinion on Internal Control over Financial Reporting
We have audited The Carlyle Group L.P.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Carlyle Group L.P. (the “Partnership”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of The Carlyle Group L.P. as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 15, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, VA
February 15, 2018
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Balance Sheets
(Dollars in millions)
|
| | | | | | | |
| | December 31, |
| | 2017 | | 2016 |
| Assets | | | |
| Cash and cash equivalents | $ | 1,000.1 |
| | $ | 670.9 |
|
| Cash and cash equivalents held at Consolidated Funds | 377.6 |
| | 761.5 |
|
| Restricted cash | 28.7 |
| | 13.1 |
|
| Corporate treasury investments | 376.3 |
| | 190.2 |
|
| Accrued performance fees | 3,670.6 |
| | 2,481.1 |
|
| Investments | 1,624.3 |
| | 1,107.0 |
|
| Investments of Consolidated Funds | 4,534.3 |
| | 3,893.7 |
|
| Due from affiliates and other receivables, net | 257.1 |
| | 227.2 |
|
| Due from affiliates and other receivables of Consolidated Funds, net | 50.8 |
| | 29.5 |
|
| Receivables and inventory of a real estate VIE | — |
| | 145.4 |
|
| Fixed assets, net | 100.4 |
| | 106.1 |
|
| Deposits and other | 54.1 |
| | 39.4 |
|
| Other assets of a real estate VIE | — |
| | 31.5 |
|
| Intangible assets, net | 35.9 |
| | 42.0 |
|
| Deferred tax assets | 170.4 |
| | 234.4 |
|
| Total assets | $ | 12,280.6 |
| | $ | 9,973.0 |
|
| Liabilities and partners’ capital | | | |
| Debt obligations | $ | 1,573.6 |
| | $ | 1,265.2 |
|
| Loans payable of Consolidated Funds | 4,303.8 |
| | 3,866.3 |
|
| Loans payable of a real estate VIE at fair value (principal amount of $144.4 million as of December 31, 2016) | — |
| | 79.4 |
|
| Accounts payable, accrued expenses and other liabilities | 355.1 |
| | 369.8 |
|
| Accrued compensation and benefits | 2,222.6 |
| | 1,661.8 |
|
| Due to affiliates | 229.9 |
| | 223.6 |
|
| Deferred revenue | 82.1 |
| | 54.0 |
|
| Deferred tax liabilities | 75.6 |
| | 76.6 |
|
| Other liabilities of Consolidated Funds | 422.1 |
| | 637.0 |
|
| Other liabilities of a real estate VIE | — |
| | 124.5 |
|
| Accrued giveback obligations | 66.8 |
| | 160.8 |
|
| Total liabilities | 9,331.6 |
| | 8,519.0 |
|
| Commitments and contingencies |
| |
|
| Series A preferred units (16,000,000 units issued and outstanding as of December 31, 2017) | 387.5 |
| | — |
|
| Partners’ capital (common units, 100,100,650 and 84,610,951 issued and outstanding as of December 31, 2017 and 2016, respectively) | 701.8 |
| | 403.1 |
|
| Accumulated other comprehensive loss | (72.7 | ) | | (95.2 | ) |
| Non-controlling interests in consolidated entities | 404.7 |
| | 277.8 |
|
| Non-controlling interests in Carlyle Holdings | 1,527.7 |
| | 868.3 |
|
| Total partners’ capital | 2,949.0 |
| | 1,454.0 |
|
| Total liabilities and partners’ capital | $ | 12,280.6 |
| | $ | 9,973.0 |
|
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Operations
(Dollars in millions, except unit and per unit data)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Revenues | | | | | |
| Fund management fees | $ | 1,026.9 |
| | $ | 1,076.1 |
| | $ | 1,085.2 |
|
| Performance fees | | | | | |
| Realized | 1,097.3 |
| | 1,129.5 |
| | 1,441.9 |
|
| Unrealized | 996.6 |
| | (377.7 | ) | | (617.0 | ) |
| Total performance fees | 2,093.9 |
| | 751.8 |
| | 824.9 |
|
| Investment income (loss) | | | | | |
| Realized | 70.4 |
| | 112.9 |
| | 32.9 |
|
| Unrealized | 161.6 |
| | 47.6 |
| | (17.7 | ) |
| Total investment income (loss) | 232.0 |
| | 160.5 |
| | 15.2 |
|
| Interest and other income | 36.7 |
| | 23.9 |
| | 18.6 |
|
| Interest and other income of Consolidated Funds | 177.7 |
| | 166.9 |
| | 975.5 |
|
| Revenue of a real estate VIE | 109.0 |
| | 95.1 |
| | 86.8 |
|
| Total revenues | 3,676.2 |
| | 2,274.3 |
| | 3,006.2 |
|
| Expenses | | | | | |
| Compensation and benefits | | | | | |
| Base compensation | 652.7 |
| | 647.1 |
| | 632.2 |
|
| Equity-based compensation | 320.3 |
| | 334.6 |
| | 378.0 |
|
| Performance fee related | | | | | |
| Realized | 520.7 |
| | 580.5 |
| | 650.5 |
|
| Unrealized | 467.6 |
| | (227.4 | ) | | (139.6 | ) |
| Total compensation and benefits | 1,961.3 |
| | 1,334.8 |
| | 1,521.1 |
|
| General, administrative and other expenses | 276.8 |
| | 521.1 |
| | 712.8 |
|
| Interest | 65.5 |
| | 61.3 |
| | 58.0 |
|
| Interest and other expenses of Consolidated Funds | 197.6 |
| | 128.5 |
| | 1,039.3 |
|
| Interest and other expenses of a real estate VIE and loss on deconsolidation | 202.5 |
| | 207.6 |
| | 144.6 |
|
| Other non-operating income | (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Total expenses | 2,632.3 |
| | 2,242.1 |
| | 3,468.4 |
|
| Other income | | | | | |
| Net investment gains of Consolidated Funds | 88.4 |
| | 13.1 |
| | 864.4 |
|
| Income before provision for income taxes | 1,132.3 |
| | 45.3 |
| | 402.2 |
|
| Provision for income taxes | 124.9 |
| | 30.0 |
| | 2.1 |
|
| Net income | 1,007.4 |
| | 15.3 |
| | 400.1 |
|
| Net income attributable to non-controlling interests in consolidated entities | 72.5 |
| | 41.0 |
| | 537.9 |
|
| Net income (loss) attributable to Carlyle Holdings | 934.9 |
| | (25.7 | ) | | (137.8 | ) |
| Net income (loss) attributable to non-controlling interests in Carlyle Holdings | 690.8 |
| | (32.1 | ) | | (119.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. | 244.1 |
| | 6.4 |
| | (18.4 | ) |
| Net income attributable to Series A Preferred Unitholders | 6.0 |
| | — |
| | — |
|
| Net income (loss) attributable to The Carlyle Group L.P. Common Unitholders | $ | 238.1 |
| | $ | 6.4 |
| | $ | (18.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. per common unit (see Note 13) | | | | | |
| Basic | $ | 2.58 |
| | $ | 0.08 |
| | $ | (0.24 | ) |
| Diluted | $ | 2.38 |
| | $ | (0.08 | ) | | $ | (0.30 | ) |
| Weighted-average common units | | | | | |
| Basic | 92,136,959 |
| | 82,714,178 |
| | 74,523,935 |
|
| Diluted | 100,082,548 |
| | 308,522,990 |
| | 298,739,382 |
|
| Distributions declared per common unit | $ | 1.24 |
| | $ | 1.68 |
| | $ | 3.39 |
|
Substantially all revenue is earned from affiliates of the Partnership. See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Comprehensive Income
(Dollars in millions)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Net income | $ | 1,007.4 |
| | $ | 15.3 |
| | $ | 400.1 |
|
| Other comprehensive income (loss) | | | | | |
| Foreign currency translation adjustments | 95.8 |
| | (54.6 | ) | | (801.0 | ) |
| Cash flow hedges | | | | | |
| Reclassification adjustment for loss included in interest expense | — |
| | 1.9 |
| | 2.3 |
|
| Defined benefit plans | | | | | |
| Unrealized gain (loss) for the period | (0.8 | ) | | (6.8 | ) | | 4.1 |
|
| Reclassification adjustment for unrecognized loss during the period, net, included in base compensation expense | 1.2 |
| | — |
| | 0.3 |
|
| Other comprehensive gain (loss) | 96.2 |
| | (59.5 | ) | | (794.3 | ) |
| Comprehensive income (loss) | 1,103.6 |
| | (44.2 | ) | | (394.2 | ) |
| Comprehensive loss attributable to partners’ capital appropriated for Consolidated Funds | — |
| | — |
| | 63.7 |
|
| Comprehensive (income) loss attributable to non-controlling interests in consolidated entities | (108.1 | ) | | 10.7 |
| | (143.8 | ) |
| Comprehensive (income) loss attributable to redeemable non-controlling interests in consolidated entities | — |
| | (0.2 | ) | | 185.4 |
|
| Comprehensive income (loss) attributable to Carlyle Holdings | 995.5 |
| | (33.7 | ) | | (288.9 | ) |
| Comprehensive (income) loss attributable to non-controlling interests in Carlyle Holdings | (734.3 | ) | | 39.5 |
| | 239.1 |
|
| Comprehensive income (loss) attributable to The Carlyle Group L.P. | $ | 261.2 |
| | $ | 5.8 |
| | $ | (49.8 | ) |
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Changes in Partners’ Capital and Redeemable Non-controlling Interests in Consolidated Entities
(Dollars and units in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Units | | Preferred Equity | | Partners’ Capital | | Accumulated Other Comprehensive Income (Loss) | | Partners’ Capital Appropriated for Consolidated Funds | | Non-controlling Interests in Consolidated Entities | | Non- controlling Interests in Carlyle Holdings | | Total Partners’ Capital | | Redeemable Non-controlling Interests in Consolidated Entities |
| Balance at December 31, 2014 | 67.8 |
| | — |
| | $ | 566.0 |
| | $ | (39.0 | ) | | $ | 184.5 |
| | $ | 6,446.4 |
| | $ | 1,936.6 |
| | $ | 9,094.5 |
| | $ | 3,761.5 |
|
| Reallocation of ownership interests in Carlyle Holdings | 0.1 |
| | — |
| | 34.5 |
| | (12.6 | ) | | — |
| | — |
| | (21.9 | ) | | — |
| | — |
|
| Exchange of units in public offering, net of issuance costs | 7.0 |
| | — |
| | 52.5 |
| | (7.1 | ) | | — |
| | — |
| | (45.4 | ) | | — |
| | — |
|
| Issuance of common units related to acquisitions | 0.1 |
| | — |
| | 0.5 |
| | — |
| | — |
| | — |
| | 1.8 |
| | 2.3 |
| | — |
|
| Deferred tax effects resulting from acquisition of interests in Carlyle Holdings | — |
| | — |
| | 5.5 |
| | — |
| | — |
| | — |
| | — |
| | 5.5 |
| | — |
|
| Equity-based compensation | — |
| | — |
| | 92.8 |
| | — |
| | — |
| | — |
| | 283.2 |
| | 376.0 |
| | — |
|
| Net delivery of vested common units | 5.4 |
| | — |
| | 3.5 |
| | — |
| | — |
| | — |
| | 0.5 |
| | 4.0 |
| | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 1,090.5 |
| | — |
| | 1,090.5 |
| | 1,286.1 |
|
| Distributions | — |
| | — |
| | (251.0 | ) | | — |
| | — |
| | (3,230.8 | ) | | (848.5 | ) | | (4,330.3 | ) | | (2,036.2 | ) |
| Initial consolidation of a Consolidated Fund | — |
| | — |
| | — |
| | — |
| | — |
| | 43.9 |
| | — |
| | 43.9 |
| | 19.9 |
|
| Net income (loss) | — |
| | — |
| | (18.4 | ) | | — |
| | (54.4 | ) | | 777.7 |
| | (119.4 | ) | | 585.5 |
| | (185.4 | ) |
| Currency translation adjustments | — |
| | — |
| | — |
| | (32.9 | ) | | (9.3 | ) | | (633.9 | ) | | (124.9 | ) | | (801.0 | ) | | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | 1.0 |
| | — |
| | — |
| | 3.4 |
| | 4.4 |
| | — |
|
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.8 |
| | 2.3 |
| | — |
|
| Balance at December 31, 2015 | 80.4 |
| | — |
| | 485.9 |
| | (90.1 | ) | | 120.8 |
| | 4,493.8 |
| | 1,067.2 |
| | 6,077.6 |
| | 2,845.9 |
|
| Reallocation of ownership interests in Carlyle Holdings | 0.9 |
| | — |
| | 18.1 |
| | (4.5 | ) | | — |
| | — |
| | (13.6 | ) | | — |
| | — |
|
| Units repurchased | (3.6 | ) | | — |
| | (57.4 | ) | | — |
| | — |
| | — |
| | (1.5 | ) | �� | (58.9 | ) | | — |
|
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
| — |
| | — |
| | 0.4 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 0.4 |
|
| — |
|
| Equity-based compensation | — |
| | — |
| | 97.4 |
| | — |
| | — |
| | — |
| | 278.8 |
| | 376.2 |
| | — |
|
| Net delivery of vested common units | 6.9 |
| | — |
| | (6.2 | ) | | — |
| | — |
| | — |
| | (0.5 | ) | | (6.7 | ) | | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 119.3 |
| | — |
| | 119.3 |
| | — |
|
| Distributions | — |
| | — |
| | (140.9 | ) | | — |
| | — |
| | (107.9 | ) | | (422.6 | ) | | (671.4 | ) | | (1.5 | ) |
| Deconsolidation of ESG | — |
| | — |
| | (0.6 | ) |
| — |
|
| — |
|
| (5.6 | ) |
| — |
|
| (6.2 | ) |
| (6.3 | ) |
| Deconsolidation of Consolidated Funds upon adoption of ASU 2015-02 and the impact of adoption of ASU 2014-13 (see Note 2) | — |
| | — |
| | — |
| | — |
| | (120.8 | ) |
| (4,211.1 | ) |
| — |
| | (4,331.9 | ) | | (2,838.3 | ) |
| Net income (loss) | — |
| | — |
| | 6.4 |
| | — |
| | — |
| | 40.8 |
| | (32.1 | ) | | 15.1 |
| | 0.2 |
|
| Currency translation adjustments | — |
| | — |
| | — |
| | 0.7 |
| | — |
| | (51.5 | ) | | (3.8 | ) | | (54.6 | ) | | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | (1.8 | ) | | — |
| | — |
| | (5.0 | ) | | (6.8 | ) | | — |
|
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.4 |
| | 1.9 |
| | — |
|
| Balance at December 31, 2016 | 84.6 |
| | — |
| | 403.1 |
| | (95.2 | ) | | $ | — |
| | 277.8 |
| | 868.3 |
| | 1,454.0 |
| | — |
|
| Reallocation of ownership interests in Carlyle Holdings | — |
| | — |
| | 33.1 |
| | (8.3 | ) | | — |
| | — |
| | (24.8 | ) | | — |
| | — |
|
| Exchange of Carlyle Holdings units for common units | 6.6 |
| | — |
| | 41.0 |
| | (6.5 | ) | | — |
| | — |
| | (34.5 | ) | | — |
| | — |
|
| Units repurchased | — |
| | — |
| | (0.2 | ) | | — |
| | — |
| | — |
| | — |
| | (0.2 | ) | | — |
|
| Equity issued in connection with preferred units | — |
| | 387.5 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 387.5 |
| | — |
|
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
| — |
| | — |
| | 8.0 |
| | — |
| | — |
| | — |
| | — |
| | 8.0 |
| | — |
|
| Equity-based compensation | — |
| | — |
| | 104.3 |
| | — |
| | — |
| | — |
| | 254.3 |
| | 358.6 |
| | — |
|
| Net delivery of vested common units | 8.9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 119.2 |
| | — |
| | 119.2 |
| | — |
|
| Distributions | — |
| | (6.0 | ) | | (118.1 | ) | | — |
| | — |
| | (118.0 | ) | | (295.6 | ) | | (537.7 | ) | | — |
|
| Net income | — |
| | 6.0 |
| | 238.1 |
| | — |
| | — |
| | 72.5 |
| | 690.8 |
| | 1,007.4 |
| | — |
|
| Deconsolidation of a consolidated entity | — |
| | — |
| | (4.3 | ) | | 20.2 |
| | — |
| | 17.6 |
| | 38.7 |
| | 72.2 |
| | — |
|
| Cumulative effect adjustment upon adoption of ASU 2016-09 | — |
| | — |
| | (3.2 | ) | | — |
| | — |
| | — |
| | (13.0 | ) | | (16.2 | ) | | — |
|
| Currency translation adjustments | — |
| | — |
| | — |
| | 17.0 |
| | — |
| | 35.6 |
| | 43.2 |
| | 95.8 |
| | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | 0.1 |
| | — |
| | — |
| | 0.3 |
| | 0.4 |
| | — |
|
| Balance at December 31, 2017 | 100.1 |
| | $ | 387.5 |
| | $ | 701.8 |
| | $ | (72.7 | ) | | $ | — |
| | $ | 404.7 |
| | $ | 1,527.7 |
| | $ | 2,949.0 |
| | $ | — |
|
See accompanying notes.
The Carlyle Group L.P.
Consolidated Statements of Cash Flows
(Dollars in millions)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Cash flows from operating activities | | | | | |
| Net income | $ | 1,007.4 |
| | $ | 15.3 |
| | $ | 400.1 |
|
| Adjustments to reconcile net income to net cash flows from operating activities: | | | | | |
| Depreciation, amortization, and impairment | 41.3 |
| | 72.0 |
| | 322.8 |
|
| Equity-based compensation | 320.3 |
| | 334.6 |
| | 378.0 |
|
| Excess tax benefits related to equity-based compensation | — |
| | — |
| | (4.0 | ) |
| Non-cash performance fees | (626.8 | ) | | 199.6 |
| | 455.1 |
|
| Other non-cash amounts | (74.6 | ) | | (41.7 | ) | | 12.7 |
|
| Consolidated Funds related: | | | | | |
| Realized/unrealized gain on investments of Consolidated Funds | (27.0 | ) | | (51.7 | ) | | (458.7 | ) |
| Realized/unrealized (gain) loss from loans payable of Consolidated Funds | (61.4 | ) | | 40.5 |
| | (436.5 | ) |
| Purchases of investments by Consolidated Funds | (2,875.0 | ) | | (2,739.4 | ) | | (10,472.1 | ) |
| Proceeds from sale and settlements of investments by Consolidated Funds | 2,649.3 |
| | 1,282.9 |
| | 11,653.6 |
|
| Non-cash interest (income) loss, net | (5.3 | ) | | (5.5 | ) | | 3.3 |
|
| Change in cash and cash equivalents held at Consolidated Funds | 383.9 |
| | 513.7 |
| | 1,281.8 |
|
| Change in other receivables held at Consolidated Funds | (16.7 | ) | | 1.1 |
| | 534.6 |
|
| Change in other liabilities held at Consolidated Funds | (266.1 | ) | | 268.9 |
| | 48.0 |
|
| Other non-cash amounts of Consolidated Funds | — |
| | (17.5 | ) | | — |
|
| Investment income | (227.1 | ) | | (154.6 | ) | | (0.5 | ) |
| Purchases of investments | (888.5 | ) | | (368.2 | ) | | (91.9 | ) |
| Proceeds from the sale of investments | 467.5 |
| | 299.5 |
| | 313.0 |
|
| Payments of contingent consideration | (22.6 | ) | | (82.6 | ) | | (17.8 | ) |
| Deconsolidation of Claren Road (see Note 9) | (23.3 | ) | | — |
| | — |
|
| Deconsolidation of Urbplan (see Note 15) | 14.0 |
| | — |
| | — |
|
| Deconsolidation of ESG | — |
| | (34.5 | ) | | — |
|
| Changes in deferred taxes, net | 93.4 |
| | (4.4 | ) | | (31.4 | ) |
| Change in due from affiliates and other receivables | 0.3 |
| | (10.9 | ) | | (1.4 | ) |
| Change in receivables and inventory of a real estate VIE | (14.5 | ) | | 29.0 |
| | (57.5 | ) |
| Change in deposits and other | (2.0 | ) | | 5.1 |
| | (10.8 | ) |
| Change in other assets of a real estate VIE | 1.6 |
| | 41.2 |
| | (17.4 | ) |
| Change in accounts payable, accrued expenses and other liabilities | 50.5 |
| | 66.6 |
| | 62.5 |
|
| Change in accrued compensation and benefits | (13.7 | ) | | 6.5 |
| | (35.3 | ) |
| Change in due to affiliates | 35.7 |
| | (19.3 | ) | | 21.0 |
|
| Change in other liabilities of a real estate VIE | 47.9 |
| | 34.3 |
| | 101.6 |
|
| Change in deferred revenue | 24.4 |
| | 18.9 |
| | (50.0 | ) |
| Net cash provided by (used in) operating activities | (7.1 | ) | | (300.6 | ) | | 3,902.8 |
|
| Cash flows from investing activities | | | | | |
| Change in restricted cash | (15.5 | ) | | 5.3 |
| | 40.8 |
|
| Purchases of fixed assets, net | (34.0 | ) | | (25.4 | ) | | (62.3 | ) |
| Net cash used in investing activities | (49.5 | ) | | (20.1 | ) | | (21.5 | ) |
| Cash flows from financing activities | | | | | |
| Borrowings under credit facility | 250.0 |
| | — |
| | — |
|
| Repayments under credit facility | (250.0 | ) | | — |
| | — |
|
| Proceeds from debt obligations | 265.6 |
| | 20.6 |
| | — |
|
| Payments on debt obligations | (21.7 | ) | | (9.0 | ) | | — |
|
| Net payments on loans payable of a real estate VIE | (14.3 | ) | | (34.5 | ) | | (65.3 | ) |
| Net borrowings on loans payable of Consolidated Funds | 147.2 |
| | 594.2 |
| | 734.3 |
|
| Payments of contingent consideration | (0.6 | ) | | (3.3 | ) | | (8.1 | ) |
| Distributions to common unitholders | (118.1 | ) | | (140.9 | ) | | (251.0 | ) |
| Distributions to preferred unitholders | (6.0 | ) | | — |
| | — |
|
| Distributions to non-controlling interest holders in Carlyle Holdings | (295.6 | ) | | (422.6 | ) | | (848.5 | ) |
| Net proceeds from issuance of common units, net of offering costs | — |
| | — |
| | 209.9 |
|
| Proceeds from issuance of preferred units, net of offering costs and expenses | 387.5 |
| | — |
| | — |
|
| Excess tax benefits related to equity-based compensation | — |
| | — |
| | 4.0 |
|
| Contributions from non-controlling interest holders | 119.2 |
| | 113.0 |
| | 2,376.6 |
|
| Distributions to non-controlling interest holders | (118.0 | ) | | (109.4 | ) | | (5,267.0 | ) |
| Acquisition of non-controlling interests in Carlyle Holdings | — |
| | — |
| | (209.9 | ) |
| Common units repurchased | (0.2 | ) | | (58.9 | ) | | — |
|
| Change in due to/from affiliates financing activities | (26.4 | ) | | 66.1 |
| | (62.7 | ) |
| Change in due to/from affiliates and other receivables of Consolidated Funds | — |
| | — |
| | (623.5 | ) |
| Net cash provided by (used in) financing activities | 318.6 |
| | 15.3 |
| | (4,011.2 | ) |
| Effect of foreign exchange rate changes | 67.2 |
| | (15.2 | ) | | (120.6 | ) |
| Increase (Decrease) in cash and cash equivalents | 329.2 |
| | (320.6 | ) | | (250.5 | ) |
| Cash and cash equivalents, beginning of period | 670.9 |
| | 991.5 |
| | 1,242.0 |
|
| Cash and cash equivalents, end of period | $ | 1,000.1 |
| | $ | 670.9 |
| | $ | 991.5 |
|
| Supplemental cash disclosures | | | | | |
| Cash paid for interest | $ | 59.5 |
| | $ | 59.0 |
| | $ | 56.0 |
|
| Cash paid for income taxes | $ | 24.8 |
| | $ | 35.1 |
| | $ | 41.6 |
|
| Supplemental non-cash disclosures | | | | | |
| Increase in partners’ capital related to reallocation of ownership interest in Carlyle Holdings | $ | 24.8 |
| | $ | 13.6 |
| | $ | 21.9 |
|
| Initial consolidation of Consolidated Funds | $ | — |
| | $ | — |
| | $ | 63.8 |
|
| Net asset impact of deconsolidation of Consolidated Funds | $ | — |
| | $ | (7,170.2 | ) | | $ | — |
|
| Non-cash contributions from non-controlling interest holders | $ | — |
| | $ | 6.3 |
| | $ | — |
|
| Tax effect from acquisition of Carlyle Holdings partnership units: | | | | | |
| Deferred tax asset | $ | 38.7 |
| | $ | 3.0 |
| | $ | 59.6 |
|
| Deferred tax liability | $ | — |
| | $ | — |
| | $ | 2.6 |
|
| Tax receivable agreement liability | $ | 30.7 |
| | $ | 2.6 |
| | $ | 51.5 |
|
| Total partners’ capital | $ | 8.0 |
| | $ | 0.4 |
| | $ | 5.5 |
|
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
1. Organization and Basis of Presentation
The Carlyle Group L.P., together with its consolidated subsidiaries is one of the world’s largest global alternative asset management firms that originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt and other investment opportunities. The Carlyle Group L.P. is a Delaware limited partnership formed on July 18, 2011, which is managed and operated by its general partner, Carlyle Group Management L.L.C., which is in turn wholly-owned and controlled by Carlyle’s founders and other senior Carlyle professionals. Except as otherwise indicated by the context, references to the “Partnership” or “Carlyle” refer to The Carlyle Group L.P., together with its consolidated subsidiaries.
Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, private credit funds, collateralized loan obligations (“CLOs”), and other investment products sponsored by the Partnership for the investment of client assets in the normal course of business. Carlyle typically serves as the general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of these products. Carlyle operates its business through four reportable segments: Corporate Private Equity, Real Assets, Global Credit (formerly known as Global Market Strategies) and Investment Solutions (see Note 16).
Basis of Presentation
The accompanying financial statements include the accounts of the Partnership and its consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities, certain CLOs managed by the Partnership (collectively the “Consolidated Funds”) and a real estate development company have been consolidated in the accompanying financial statements pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as described in Note 2. The accounts of the real estate development company were deconsolidated during 2017 (see Note 15). The consolidation of the Consolidated Funds generally has a gross-up effect on assets, liabilities and cash flows, and generally has no effect on the net income attributable to the Partnership. The economic ownership interests of the other investors in the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the accompanying consolidated financial statements (see Note 2).
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Partnership consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”). On January 1, 2016, the Partnership adopted ASU 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides a revised consolidation model for all reporting entities to use in evaluating whether to consolidate certain types of legal entities. As a result, the Partnership deconsolidated the majority of the Partnership's Consolidated Funds on January 1, 2016. Upon adoption, the Partnership deconsolidated approximately $23.2 billion in assets and approximately $16.1 billion in liabilities, and, using the modified retrospective method, recorded a $4.3 billion cumulative effect adjustment to partners' capital and $2.8 billion to redeemable non-controlling interests in consolidated entities. The adoption of the new consolidation guidance had no impact on net income (loss) attributable to Carlyle Holdings or to net income (loss) attributable to the Partnership. Prior period results were not restated upon adoption.
The Partnership evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Partnership's involvement would make it the primary beneficiary. In evaluating whether the Partnership holds a variable interest, fees (including management fees and performance fees) that are customary and commensurate with the level of services provided, and where the Partnership does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Partnership considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest. For the funds the Partnership deconsolidated on January 1, 2016, the Partnership's fee arrangements were not considered to be variable interests.
For those entities where the Partnership holds a variable interest, the Partnership determines whether each of these entities qualifies as a VIE and, if so, whether or not the Partnership is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Legal Matters
whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties' equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, the Partnership consolidates those entities where it has concluded it is the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In the ordinary course of business,evaluating whether the Partnership is the primary beneficiary, the Partnership evaluates its economic interests in the entity held either directly or indirectly by the Partnership.
As of December 31, 2017, assets and liabilities of the consolidated VIEs reflected in the consolidated balance sheets were $5.0 billion and $4.8 billion, respectively. Except to the extent of the consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Partnership.
Substantially all of our Consolidated Funds are CLOs, which are VIEs that issue loans payable that are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral for the CLOs, the Partnership earns investment management fees, including in some cases subordinated management fees and contingent incentive fees. In cases where the Partnership consolidates the CLOs (primarily because of a partyretained interest that is significant to litigation, investigations, disputesthe CLO), those management fees have been eliminated as intercompany transactions. As of December 31, 2017, the Partnership held $220.6 million of investments in these CLOs which represents its maximum risk of loss. The Partnership’s investments in these CLOs are generally subordinated to other interests in the entities and other potential claims. Certainentitle the Partnership to receive a pro rata portion of these mattersthe residual cash flows, if any, from the entities. Investors in the CLOs have no recourse against the Partnership for any losses sustained in the CLO structure.
Entities that do not qualify as VIEs are described below. generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Partnership consolidates those entities it controls through a majority voting interest.
All significant inter-entity transactions and balances of entities consolidated have been eliminated.
Investments in Unconsolidated Variable Interest Entities
The Partnership holds variable interests in certain VIEs that are not consolidated because the Partnership is not currently ablethe primary beneficiary, including its investments in certain CLOs and strategic investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to estimateNote 5 for information on the reasonably possible amountstrategic investment in NGP. The Partnership’s involvement with such entities is in the form of direct equity interests and fee arrangements. The maximum exposure to loss or rangerepresents the loss of loss for the matters that have not been resolved. The Partnership does not believe it is probable that the outcome of any existing litigation, investigations, disputes or other potential claims will materially affectassets recognized by the Partnership orrelating to its variable interests in these financial statements.unconsolidated entities. The Partnership believes that the matters described below are without merit and intends to vigorously contest all such allegations for the matters that have not been resolved.
On February 14, 2008, a private class-action lawsuit challenging “club” bids and other alleged anti-competitive business practices was filedassets recognized in the U.S. District Court for the District of Massachusetts (Police and Fire Retirement System of the City of Detroit v. Apollo Global Management, LLC, later renamed Kirk Dahl v. Bain Capital Partners LLC). The complaint alleges, among other things, that certain global alternative asset firms, including the Partnership, violated Section 1 of the Sherman Act by forming multi-sponsor consortiums for the purpose of bidding collectively in company buyout transactions in certain going private transactions and agreeing not to submit topping bids once such a consortium had announced a signed deal, which the plaintiffs allege constitutes a “conspiracy in restraint of trade.” To avoid the risk and cost associated with continuing the litigation through trial, Carlyle entered into an agreement with plaintiffs on August 29, 2014 to settle all claims against Carlyle without any admission of liability. All of Carlyle’s codefendants also reached settlement agreements with plaintiffs. The Court granted preliminary approval of all the defendants' settlements, including Carlyle’s, on September 29, 2014. A hearing on final approval of the settlements was held on February 11, 2015 and we are awaiting the Court's ruling. Carlyle Partners IV, L.P. (“CP IV”) and its affiliates will bear the costs of the settlement not covered by insurance. As a result, Carlyle's performance fees from CP IV were reduced by $19.3 million.
Along with many other companies and individuals in the financial sector, Carlyle and Carlyle Mezzanine Partners, L.P. (“CMP”) are named as defendants in Foy v. Austin Capital, a case filed in June 2009, pending in the State of New Mexico’s First Judicial District Court, County of Santa Fe, which purports to be a qui tam suit on behalf of the State of New Mexico. The suit alleges that investment decisions by New Mexico public investment funds were improperly influenced by campaign contributions and payments to politically connected placement agents. The plaintiffs seek, among other things, actual damages, actual damages for lost income, rescission of the investment transactions described in the complaint and disgorgement of all fees received. In May 2011, the Attorney General of New Mexico moved to dismiss certain defendants including Carlyle and CMP on the grounds that separate civil litigation by the Attorney General is a more effective means to seek recovery for the State from these defendants. The Attorney General has brought two civil actions against certain of those defendants, not including the Carlyle defendants. The Attorney General has stated that its investigation is continuing and it may bring additional civil actions.
Carlyle Capital Corporation Limited (“CCC”) was a fund sponsored by Carlyle that invested in AAA-rated residential mortgage backed securities on a highly leveraged basis. In March of 2008, amidst turmoil throughout the mortgage markets and money markets, CCC filed for insolvency protection in Guernsey. Several different lawsuits developed from the CCC insolvency. Some of these lawsuits were dismissed, but two remain, which are described below.
First, in November 2009, another CCC investor, National Industries Group (Holding) (“National Industries”) instituted legal proceedings on similar grounds in Kuwait’s Court of First Instance (National Industries Group v. Carlyle Group ) seeking to recover losses incurred in connection with an investment in CCC. In July 2011, the Delaware Court of Chancery issued a decision restraining National Industries from proceeding in Kuwait on any CCC-related claims based on the forum selection clause in National Industries’ subscription agreement, which provided for exclusive jurisdiction in the Delaware courts. In September 2011, National Industries reissued its complaint in Kuwait naming CCC only, and reissued its complaint in January 2012 joining Carlyle Investment Management, L.L.C. as a defendant. In April 2013, the court in Kuwait dismissed National Industries’ claim without prejudice for failure to serve process. Hearings in the case andPartnership’s consolidated balance sheets related to the case have nevertheless taken place on several occasions since that time, most recentlyPartnership’s variable interests in September 2013. Meanwhile, in August 2012, National Industries had filed a motion to vacate the Delaware Court of Chancery’s decision. The Partnership successfully opposed that motionthese non-consolidated VIEs and the Court’s injunction remainedPartnership’s maximum exposure to loss relating to unconsolidated VIEs were as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Investments | $ | 975.3 |
| | $ | 664.2 |
|
| Due from affiliates, net | 0.1 |
| | 1.8 |
|
| Maximum Exposure to Loss | $ | 975.4 |
| | $ | 666.0 |
|
Additionally, as of December 31, 2017, the Partnership had $62.0 million and $11.7 million recognized in effect. In November 2012, National Industries appealed that decisionthe consolidated balance sheet related to performance fee and management fee arrangements, respectively, related to the Delaware Supreme Court. On May 29, 2013, the Delaware Supreme Court affirmed the Chancery Court’s decision and upheld the 2011 injunction barring National Industries from filing or prosecuting any CCC-related action in any forum other than the courts of Delaware.unconsolidated VIEs.
Second, the Guernsey liquidators who took control of CCC in March 2008 filed four suits on July 7, 2010 against Carlyle, certain of its affiliates and the former directors of CCC in the Delaware Chancery Court, the Royal Court of Guernsey, the
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Superior CourtBasis of Accounting
The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that the Partnership’s Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations. Additionally, the Funds do not consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the preparation of these consolidated financial statements, the Partnership has retained the specialized accounting for the Funds.
All of the Districtinvestments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the Partnership’s consolidated balance sheets. Interest and other income of Columbiathe Consolidated Funds as well as interest expense and other expenses of the Consolidated Funds are included in the Partnership’s consolidated statements of operations. Prior to January 1, 2016, the excess of the CLO assets over the CLO liabilities upon consolidation was reflected in the Partnership’s consolidated balance sheets as partners’ capital appropriated for Consolidated Funds. Net income attributable to the investors in the CLOs was included in net income (loss) attributable to non-controlling interests in consolidated entities in the consolidated statements of operations and partners’ capital appropriated for Consolidated Funds in the consolidated balance sheets.
On January 1, 2016, the Partnership adopted ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Supreme CourtFinancial Liabilities of New York, New York County (a Consolidated Collateralized Financing Entity. ASU 2014-13 relates to reporting entities that elect to measure all eligible financial assets and financial liabilities of a consolidated collateralized financing entity at fair value. The Partnership's consolidated CLOs are consolidated collateralized financing entities for which the Partnership has measured financial assets and financial liabilities at fair value. ASU 2014-13 provides the option for a reporting entity to initially measure both the financial assets and financial liabilities using the fair value of either the financial assets or financial liabilities, whichever is more observable. In adopting this guidance on January 1, 2016, the Partnership applied the modified retrospective method by recording a cumulative effect adjustment to appropriated partners' capital of $2.0 million as of January 1, 2016. As a result of applying this adoption method, prior periods have not been impacted. The adoption of this guidance did not have an impact on net income attributable to Carlyle Capital Corporation Limited v. Conway et alHoldings or to net income attributable to the Partnership..) seeking $1.0 billion
Use of Estimates
The preparation of financial statements in damages. They allegeconformity with U.S. GAAP requires management to make assumptions and estimates that Carlyleaffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the CCC boardreported amounts of directors were negligent, grossly negligentrevenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Partnership’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on performance fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements and the resulting impact on performance fees. Actual results could differ from these estimates and such differences could be material.
Revenue Recognition
Fund Management Fees
The Partnership provides management services to funds in which it holds a general partner interest or willfully mismanagedhas a management agreement.
For closed-end carry funds in the CCCCorporate Private Equity, Real Assets and Global Credit segments, management fees generally range from 1.0% to 2.0% of commitments during the fund's investment program and breached certain fiduciary duties allegedly owedperiod based on limited partners' capital commitments to CCC and its shareholders. The liquidators further allege (among other things) that the directors and Carlyle putfunds. Following the interests of Carlyle aheadexpiration or termination of the interestsinvestment period, management fees generally are based on the lower of CCCcost or fair value of invested capital and its shareholdersthe rate charged may also be reduced to between 0.6% and gave priority2.0%. For certain separately managed accounts and longer-dated carry funds, with expected terms greater than ten years, management fees generally range from 0.2% to preserving1.0% based on contributions for unrealized investments or the current value of the investment. The Partnership will receive management fees during a specified period of time, which is generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended for successive one year periods, typically up to a maximum of two years. Depending upon the contracted terms of investment advisory or investment management and enhancing Carlyle’s reputationrelated agreements, these fees are generally
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
called semi-annually in advance and its “brand”are recognized as earned over the best interestssubsequent six month period. For certain longer-dated carry funds, management fees are called quarterly over the life of CCC. In July 2011, the Royal Courtfunds.
Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.3% to 0.6% based on the total par amount of Guernsey heldassets or the aggregate principal amount of the notes in the CLO and are due quarterly or semi-annually based on the terms and recognized over the respective period. Management fees for the CLOs and other structured products are governed by indentures and collateral management agreements. The Partnership will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally five to ten years after issuance. Management fees for the business development companies are due quarterly in arrears at annual rates that range from 0.25% to 1.5% of gross assets, excluding cash and cash equivalents.
Management fees for the case should be litigatedPartnership's private equity and real estate carry fund vehicles in Delawarethe Investment Solutions segment generally range from 0.25% to 1.0% on the vehicle’s capital commitments during the commitment fee period of the relevant fund or the weighted-average investment period of the underlying funds. Following the expiration of the commitment fee period or weighted-average investment period of such funds, the management fees generally range from 0.25% to 1.0% on (i) the lower of cost or fair value of the capital invested, (ii) the net asset value for unrealized investments, or (iii) the contributions for unrealized investments; however, certain separately managed accounts earn management fees at all times on contributions for unrealized investments or on the initial commitment amount. Management fees for the Investment Solutions carry fund vehicles are generally due quarterly and recognized over the related quarter.
The Partnership also provides transaction advisory and portfolio advisory services to the portfolio companies, and where covered by separate contractual agreements, recognizes fees for these services when the service has been provided and collection is reasonably assured. Fund management fees includes transaction and portfolio advisory fees of $43.6 million, $47.8 million and $25.2 million for the years ended December 31, 2017, 2016 and 2015, respectively, net of any offsets as defined in the respective partnership agreements. Fund management fees exclude the reimbursement of any partnership expenses paid by the Partnership on behalf of the Carlyle funds pursuant to the exclusive jurisdiction clauselimited partnership agreements, including amounts related to the pursuit of actual, proposed, or unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of investments, and other fund administrative expenses.
Performance Fees
Performance fees consist principally of the performance-based capital allocation from fund limited partners to the Partnership (commonly known as "carried interest").
For closed-end carry funds in the investment management agreement. That ruling was appealed byCorporate Private Equity, Real Assets and Global Credit segments, the liquidators,Partnership is generally entitled to a 20% allocation (or 10% to 20% on certain longer-dated carry funds, certain credit funds, and in February 2012 was reversed byexternal co-investment vehicles, or approximately 2% to 10% for most of the Guernsey Courtrecent Investment Solutions carry fund vehicles) of Appeal, which held that the case should proceed in Guernsey. Defendants’ attemptsnet realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally 7% to appeal9% (or 4% to the Privy Council were unsuccessful7% for certain longer-dated carry funds) and the plaintiffs’ case is proceeding in Guernsey. Two claims in that case, which sought the return of certain documents and other property purportedly belongingfund costs (generally subject to CCC, were resolved by agreementcatch-up provisions as set forth in the fund limited partnership agreement). Carried interest is recognized upon appreciation of the parties and orderfunds’ investment values above certain return hurdles set forth in each respective partnership agreement. The Partnership recognizes revenues attributable to performance fees based upon the amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date. Accordingly, the amount recognized as performance fees reflects the Partnership’s share of the Royal Court of Guernsey in December 2012. Carlyle has now completed its document production pursuant to that order. On July 24, 2013, plaintiffs filed an amended complaint, which contained further detail in supportgains and losses of the existing claims but no new defendants or claims. On December 20, 2013, defendants filed a defenseassociated funds’ underlying investments measured at their then-current fair values relative to the amended complaint and on June 30, 2014 plaintiffs filed their reply. The Court has set the case schedule and trial is scheduled for the first available date after February 1, 2016. In addition, the liquidators’ lawsuit in Delaware was dismissed without prejudice in 2010 and their lawsuits in New York and the District of Columbia were dismissed in December 2011 without prejudice.
It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of damages. Based on information known by management, management has not concluded thatfair values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return and (iv) the Partnership has decided to collect carry rather than return additional capital to limited partner investors. Realized carried interest may be required to be returned by the Partnership in future periods if the funds’ investment values decline below certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance fees are reversed. In all cases, each fund is considered separately in this regard, and for a given fund, performance fees can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments at their then current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established for the potential giveback obligation. As of December 31, 2017 and 2016, the Partnership has recognized $66.8 million and $160.8 million, respectively, for giveback obligations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The Partnership is also entitled to receive performance fees pursuant to management contracts from certain of its Global Credit funds when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, performance fees are recognized when the performance benchmark has been achieved, and are included in performance fees in the accompanying consolidated statements of operations.
Investment Income (Loss)
Investment income (loss) represents the unrealized and realized gains and losses resulting from the Partnership’s equity method investments and other principal investments, including CLOs. Equity method investment income (loss) includes the related amortization of the basis difference between the Partnership’s carrying value of its investment and the Partnership’s share of underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by the Partnership to employees of its equity method investee, as it relates to its investment in NGP (see Note 5). Investment income (loss) is realized when the Partnership redeems all or a portion of its investment or when the Partnership receives or is due cash income, such as dividends or distributions. Unrealized investment income (loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.
Interest Income
Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest income in future periods. Interest income earned by the Partnership is included in interest and other income in the accompanying consolidated statements of operations. Interest income of the Consolidated Funds was $167.3 million, $140.4 million and $873.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in interest and other income of Consolidated Funds in the accompanying consolidated statements of operations.
Compensation and Benefits
Base Compensation – Base compensation includes salaries, bonuses (discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle employees. Bonuses are accrued over the service period to which they relate.
Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards to Carlyle employees is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of this filing the final resolutionsaward.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses, except to the extent they are recognized as part of our equity method earnings because they are issued to employees of our equity method investees. The grant-date fair value of equity-based awards granted to Carlyle’s non-employee directors is expensed on a straight-line basis over the vesting period. The cost of services received in exchange for an equity-based award issued to non-employees who are not directors is measured at each vesting date, and is not measured based on the grant-date fair value of the matters aboveaward unless the award is vested at the grant date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. Accordingly, the measured value of the award will not be finalized until the vesting date.
On January 1, 2017, the Partnership adopted ASU 2016-9, Compensation - Stock Compensation (Topic 718). In accordance with ASU 2016-9, the Partnership elected to recognize equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Partnership is required to recognize prospectively all excess tax benefits and deficiencies as income tax benefit or expense in the statement of operations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Performance Fee Related Compensation – A portion of the performance fees earned is due to employees and advisors of the Partnership. These amounts are accounted for as compensation expense in conjunction with the recognition of the related performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Accordingly, upon a reversal of performance fee revenue, the related compensation expense, if any, is also reversed. As of December 31, 2017 and 2016, the Partnership had recorded a liability of $1.9 billion and $1.3 billion, respectively, related to the portion of accrued performance fees due to employees and advisors, which was included in accrued compensation and benefits in the accompanying consolidated financial statements.
Income Taxes
Certain of the wholly-owned subsidiaries of the Partnership and the Carlyle Holdings partnerships are subject to federal, state, local and foreign corporate income taxes at the entity level and the related tax provision attributable to the Partnership’s share of this income is reflected in the consolidated financial statements. Based on applicable federal, foreign, state and local tax laws, the Partnership records a provision for income taxes for certain entities. Tax positions taken by the Partnership are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities.
The Partnership accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a materialchange in tax rates on deferred tax assets and liabilities is recognized in the period of the change in the provision for income taxes. For instance, in December 2017, new corporate federal income tax rates were enacted, which impacted the Partnership's deferred tax assets and liabilities. See Note 11 for more information on the newly enacted corporate federal income tax rates. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Partnership’s gross deferred tax assets when it is more likely than not that such asset will not be realized. When evaluating the realizability of the Partnership’s deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is more likely than not to be sustained upon examination. The Partnership analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the consolidated financial statements. The Partnership recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Tax Receivable Agreement
Exchanges of Carlyle Holdings partnership units for the Partnership’s common units that are executed by the limited partners of the Carlyle Holdings partnerships result in transfers of and increases in the tax basis of the tangible and intangible assets of Carlyle Holdings, primarily attributable to a portion of the goodwill inherent in the business. These transfers and increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that certain of the Partnership’s subsidiaries, including Carlyle Holdings I GP Inc., which are referred to as the “corporate taxpayers,” would otherwise be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The Partnership has entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships whereby the corporate taxpayers have agreed to pay to the limited partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax or foreign or franchise tax that the corporate taxpayers realize as a result of these increases in tax basis and, in limited cases, transfers or prior increases in tax basis. The corporate taxpayers expect to benefit from the remaining 15% of cash tax savings, if any, in income tax they realize. Payments under the tax receivable agreement will be based on the tax reporting positions that the Partnership will determine. The corporate taxpayers will not be reimbursed for any payments previously made under the tax receivable agreement if a tax basis increase is successfully challenged by the Internal Revenue Service.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The Partnership records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange. To the extent that the Partnership estimates that the corporate taxpayers will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, its expectation of future earnings, the Partnership will reduce the deferred tax asset with a valuation allowance and will assess the probability that the related liability owed under the tax receivable agreement will be paid. The Partnership records 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the tax receivable agreement, which is included in due to affiliates in the accompanying consolidated financial statements. The remaining 15% of the estimated realizable tax benefit is initially recorded as an increase to the Partnership’s partners’ capital.
All of the effects to the deferred tax asset of changes in any of the Partnership’s estimates after the tax year of the exchange will be reflected in the provision for income taxes. Similarly, the effect uponof subsequent changes in the enacted tax rates will be reflected in the provision for income taxes.
Non-controlling Interests
Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-party investors. These interests are adjusted for general partner allocations and by subscriptions and redemptions in hedge funds which occur during the reporting period. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a subsidiary are recorded as a direct charge to partners’ capital.
Non-controlling interests in Carlyle Holdings relate to the ownership interests of the other limited partners of the Carlyle Holdings partnerships. The Partnership, through wholly-owned subsidiaries, is the sole general partner of Carlyle Holdings. Accordingly, the Partnership consolidates Carlyle Holdings into its consolidated financial statements, and the other ownership interests in Carlyle Holdings are reflected as non-controlling interests in the Partnership’s consolidated financial statements. However, givenAny change to the potentially largePartnership’s ownership interest in Carlyle Holdings while it retains the controlling financial interest in Carlyle Holdings is accounted for as a transaction within partners’ capital as a reallocation of ownership interests in Carlyle Holdings.
Earnings Per Common Unit
The Partnership computes earnings per common unit in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common unit is calculated by dividing net income (loss) attributable to the common units of the Partnership by the weighted-average number of common units outstanding for the period. Diluted earnings per common unit reflects the assumed conversion of all dilutive securities. Net income (loss) attributable to the common units excludes net income (loss) and dividends attributable to any participating securities under the two-class method of ASC 260.
Investments
Investments include (i) the Partnership’s ownership interests (typically general partner interests) in the Funds, (ii) strategic investments made by the Partnership (both of which are accounted for as equity method investments), (iii) the investments held by the Consolidated Funds (which are presented at fair value in the Partnership’s consolidated financial statements), and (iv) certain credit-oriented investments, including investments in the CLOs (which are accounted for as trading securities).
The valuation procedures utilized for investments of the Funds vary depending on the nature of the investment. The fair value of investments in publicly-traded securities is based on the closing price of the security with adjustments to reflect appropriate discounts if the securities are subject to restrictions.
The fair value of non-equity securities or other investments, which may include instruments that are not listed on an exchange, considers, among other factors, external pricing sources, such as dealer quotes or independent pricing services, recent trading activity or other information that, in the opinion of the Partnership, may not have been reflected in pricing obtained from external sources.
When valuing private securities or assets without readily determinable market prices, the Partnership gives consideration to operating results, financial condition, economic and/or indeterminatemarket events, recent sales prices and other pertinent information. These valuation procedures may vary by investment, but include such techniques as comparable public market
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
valuation, comparable acquisition valuation and discounted cash flow analysis. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material. Furthermore, there is no assurance that, upon liquidation, the Partnership will realize the values presented herein.
Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out basis. Securities transactions are recorded on a trade date basis.
Equity-Method Investments
The Partnership accounts for all investments in which it has or is otherwise presumed to have significant influence, including investments in the unconsolidated Funds and strategic investments, using the equity method of accounting. The carrying value of equity-method investments is determined based on amounts invested by the Partnership, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreement, less distributions received. The Partnership evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of damages soughtsuch investments may not be recoverable.
Cash and Cash Equivalents
Cash and cash equivalents include cash held at banks and cash held for distributions, including temporary investments with original maturities of less than three months when purchased.
Cash and Cash Equivalents Held at Consolidated Funds
Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Partnership.
Restricted Cash
Restricted cash primarily represents cash held by the Partnership's foreign subsidiaries due to certain government regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds.
Corporate Treasury Investments
Corporate treasury investments represent investments in U.S. Treasury and government agency obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than three months when purchased. These investments are accounted for as trading securities in which changes in the fair value of each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through interest and other income.
Derivative Instruments
The Partnership uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates. Derivative instruments are recognized at fair value in the consolidated balance sheets with changes in fair value recognized in the consolidated statements of operations for all derivatives not designated as hedging instruments.
Fixed Assets
Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other fixed assets. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Intangible Assets and Goodwill
The Partnership’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
over their estimated useful lives, which range from five to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.
Deferred Revenue
Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not yet been earned.
Accumulated Other Comprehensive Income (Loss)
The Partnership’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive income (loss) as of December 31, 2017 and 2016 were as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Currency translation adjustments | $ | (68.8 | ) | | $ | (91.7 | ) |
| Unrealized losses on defined benefit plans | (3.9 | ) | | (3.5 | ) |
| Total | $ | (72.7 | ) | | $ | (95.2 | ) |
Foreign Currency Translation
Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency (gains) losses resulting from transactions outside of the functional currency of an entity of $(3.9) million, $(26.3) million and $2.5 million for the years ended December 31, 2017, 2016 and 2015, respectively, are included in general, administrative and other expenses in the consolidated statements of operations.
Recent Accounting Pronouncements
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12, among other things, permits hedge accounting for risk components in hedging relationships to now involve nonfinancial risk components and requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedge item is reported. The guidance is effective for the Partnership on January 1, 2019 and requires cash flow hedges and net investment hedges existing at the date of adoption to apply a cumulative effect adjustment to eliminate the measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of partners’ capital as of the beginning of the fiscal year that an entity adopts the guidance. The amended presentation and disclosure guidance is required only prospectively. Early adoption is permitted. While the Partnership is still assessing the guidance in ASU 2017-12, it does not expect the impact of this guidance to be material.
In January 2017, the FASB issued ASU 2017-1, Business Combinations (Topic 805) - Clarifying the Definition of a Business. ASU 2017-01 changes the criteria for determining whether a group of assets acquired is a business. Specifically, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired would not be considered a business. The guidance is effective for the Partnership on January 1, 2018 and is required to be applied prospectively, however, early adoption is permitted. This guidance will impact the Partnership's analysis of the accounting for any future acquisitions occurring after the date of adoption.
In January 2017, the FASB issued ASU 2017-4, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies an entity’s annual goodwill test for impairment by eliminating the requirement to calculate the implied fair value of goodwill, and instead an entity should compare the fair value of a reporting
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
unit with its carrying amount. The impairment charge will then be the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity would still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for the Partnership on January 1, 2020 and requires the guidance to be applied using a prospective transition method. Early adoption is permitted. The Partnership does not expect the impact of this guidance to be material.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 clarifies the presentation of restricted cash in the statement of cash flows by requiring the amounts described as restricted cash be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. If cash and cash equivalents and restricted cash are presented separately on the statement of financial position, a reconciliation of these separate line items to the total cash amount included in the statement of cash flows will be required either in the footnotes or on the face of the statement of cash flows. The guidance is effective for the Partnership on January 1, 2018 and ASU 2016-18 requires the guidance to be applied using a retrospective transition method. Early adoption is permitted; however, the Partnership will reflect this change in presentation of restricted cash in its first quarter 2018 consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the classification of several discrete cash flow issues, including the treatment of cash distributions from equity method investments. The guidance is effective for the Partnership on January 1, 2018 and ASU 2016-15 requires the guidance to be applied using a retrospective transition method. Early adoption is permitted, provided that all of the amendments for all of the topics are adopted in the same period. The Partnership does not expect the impact of this guidance to its consolidated statements of cash flows to be material.
In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, GAAP requires an "incurred loss" methodology that delays recognition until it is probable a loss has been incurred. Under the new standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The income statement will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This provision of the guidance requires a modified retrospective transition method and will result in a cumulative-effect adjustment in retained earnings upon adoption. This guidance is effective for the Partnership on January 1, 2020 and early adoption is permitted. The Partnership is currently assessing the potential impact of this guidance.
In March 2016, the FASB issued ASU 2016-9, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-9 changes certain aspects of accounting for share-based payments to employees. ASU 2016-9 requires the income tax effects of awards to be recognized through the income statement when the awards vest or are settled. Previously, an entity was required to determine for each award whether the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes resulted in either an excess tax benefit or a tax deficiency. Excess tax benefits were recognized in partners’ capital, while tax deficiencies were recognized as an offset to accumulated excess tax benefits or in the income statement. Under ASU 2016-9, all excess tax benefits and tax deficiencies are required to be recognized as income tax benefit or expense in the income statement. This provision of the guidance is required to be applied prospectively. Additionally, ASU 2016-9 allows an employer to withhold employee shares upon vest up to maximum statutory tax rates without causing an award to be classified as a liability. This provision of the guidance requires a modified retrospective transition method. Finally, the previous equity-based compensation guidance required cost to be measured based on the number of awards that are expected to vest. Under ASU 2016-9, an accounting policy election can be made to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance was effective for the Partnership on January 1, 2017. The Partnership adopted this guidance on that date by recording an adjustment for the cumulative effect of adoption in partners' capital on January 1, 2017. The impact of the adjustment was not material to total partners' capital.
In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). ASU 2016-2 requires lessees to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and a lease liability. The lease liability will be measured at the present value of lease payments and the right-of-use asset will be based on the lease liability value, subject to adjustments. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. This guidance is effective for the Partnership on
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
January 1, 2019 and ASU 2016-2 requires the guidance to be applied using a modified retrospective method. Early adoption is permitted. The Partnership is currently assessing the potential impact of this guidance, however, the Partnership's total assets and total liabilities on its consolidated balance sheet will increase upon adoption of this guidance.
The FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”) in May 2014 and subsequently issued several amendments to the standard. ASU 2014-9, and related amendments, provide comprehensive guidance for recognizing revenue from contracts with customers. Entities will be able to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. The guidance in ASU 2014-9, and the related amendments, is effective for the Partnership beginning on January 1, 2018, and the Partnership adopted this guidance on that date.
Upon adoption of ASU 2014-9, performance fees that represent a performance-based capital allocation from fund limited partners to the Partnership (commonly known as “carried interest”, which comprised over 90% of the Partnership's performance fee revenues for each of the years ended December 31, 2017, 2016 and 2015) will be accounted for as earnings from financial assets within the scope of ASC 323, Investments - Equity Method and Joint Ventures, and therefore will not be in the scope of ASU 2014-9. In accordance with ASC 323, the Partnership will record equity method income (losses) as a component of investment income based on the change in our proportionate claim on net assets of the investment fund, including performance-based capital allocations, assuming the investment fund was liquidated as of each reporting date pursuant to each fund's governing agreements. The Partnership will apply this change in accounting on a full retrospective basis. This change in accounting will result in a reclassification from performance fee revenues to investment income (losses).
The Partnership is currently in the process of implementing ASU 2014-9 and its related amendments. The Partnership does not expect significant changes to our historical pattern of recognizing revenue for management fees and performance fees (both for arrangements within the scope of ASC 323 and arrangements within the scope of ASU 2014-9). Additionally, while the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract basis, the Partnership expects that the customer will generally be the investment fund for our significant management and advisory contracts. Also, certain costs incurred on behalf of Carlyle funds, primarily travel and entertainment costs, that were previously presented net in our consolidated statements of operations will be presented gross beginning January 1, 2018. Finally, the Partnership will apply the modified retrospective method for adopting ASU 2014-9 and its related amendments.
3. Fair Value Measurement
The fair value measurement accounting guidance establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I – inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. The Partnership does not adjust the quoted price for these instruments, even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level III – inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2017:
|
| | | | | | | | | | | | | | | |
| (Dollars in millions) | Level I |
| Level II |
| Level III |
| Total |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | — |
| | $ | — |
| | $ | 7.9 |
| | $ | 7.9 |
|
| Bonds | — |
| | — |
| | 413.4 |
| | 413.4 |
|
| Loans | — |
| | — |
| | 4,112.7 |
| | 4,112.7 |
|
| Other | — |
| | — |
| | 0.3 |
| | 0.3 |
|
| | — |
| | — |
| | 4,534.3 |
| | 4,534.3 |
|
| Investments in CLOs and other | — |
| | — |
| | 405.4 |
| | 405.4 |
|
| Corporate treasury investments | | | | | | | |
| Bonds | — |
| | 194.1 |
| | — |
| | 194.1 |
|
| Commercial paper and other | — |
| | 182.2 |
| | — |
| | 182.2 |
|
| | — |
| | 376.3 |
| | — |
| | 376.3 |
|
| Foreign currency forward contracts | — |
| | 0.4 |
| | — |
| | 0.4 |
|
| Total | $ | — |
| | $ | 376.7 |
| | $ | 4,939.7 |
| | $ | 5,316.4 |
|
| Liabilities | | | | | | | |
Loans payable of Consolidated Funds(1) | $ | — |
| | $ | — |
| | $ | 4,303.8 |
| | $ | 4,303.8 |
|
| Contingent consideration | — |
| | — |
| | 1.0 |
| | 1.0 |
|
| Foreign currency forward contracts | — |
| | 1.2 |
| | — |
| | 1.2 |
|
| Total | $ | — |
| | $ | 1.2 |
| | $ | 4,304.8 |
| | $ | 4,306.0 |
|
| |
| (1) | Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership and (ii) the carrying value of any beneficial interests that represent compensation for services. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2016:
|
| | | | | | | | | | | | | | | |
| (Dollars in millions) | Level I | | Level II | | Level III | | Total |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | — |
| | $ | — |
| | $ | 10.3 |
| | $ | 10.3 |
|
| Bonds | — |
| | — |
| | 396.4 |
| | 396.4 |
|
| Loans | — |
| | — |
| | 3,485.6 |
| | 3,485.6 |
|
| Other | — |
| | — |
| | 1.4 |
| | 1.4 |
|
| | — |
| | — |
| | 3,893.7 |
| | 3,893.7 |
|
| Investments in CLOs and other | — |
| | — |
| | 152.6 |
| | 152.6 |
|
| Corporate treasury investments |
|
| |
|
| |
|
| |
|
|
| Bonds | — |
| | 91.3 |
| | — |
| | 91.3 |
|
| Commercial paper and other | — |
| | 98.9 |
| | — |
| | 98.9 |
|
| | — |
| | 190.2 |
| | — |
| | 190.2 |
|
| Foreign currency forward contracts | — |
| | 2.5 |
| | — |
| | 2.5 |
|
| Total | $ | — |
| | $ | 192.7 |
| | $ | 4,046.3 |
| | $ | 4,239.0 |
|
| Liabilities | | | | | | | |
Loans payable of Consolidated Funds(1) | $ | — |
| | $ | — |
| | $ | 3,866.3 |
| | $ | 3,866.3 |
|
| Contingent consideration | — |
| | — |
| | 1.5 |
| | 1.5 |
|
| Loans payable of a real estate VIE | — |
| | — |
| | 79.4 |
| | 79.4 |
|
| Foreign currency forward contracts | — |
| | 10.0 |
| | — |
| | 10.0 |
|
| Total | $ | — |
| | $ | 10.0 |
| | $ | 3,947.2 |
| | $ | 3,957.2 |
|
| |
| (1) | Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership and (ii) the carrying value of any beneficial interests that represent compensation for services. |
There were no transfers from Level II to Level I during the year ended December 31, 2017 and 2016.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment valuations pursuant to the policies, methodologies and templates prepared by the Partnership’s valuation group, which is a team made up of dedicated valuation professionals reporting to the Partnership’s chief accounting officer. The valuation group is responsible for maintaining the Partnership’s valuation policy and related guidance, templates and systems that are designed to be consistent with the guidance found in ASC 820, Fair Value Measurement. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which are comprised of the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review and approval by the global valuation committee, which is comprised of the Partnership’s co-executive chairman of the board, chairman emeritus, co-chief executive officers, chief risk officer, chief financial officer, chief accounting officer, co-chief investment officer, the business segment heads, and observed by the chief compliance officer, the director of internal audit and the Partnership’s audit committee. Additionally, each quarter a sample of valuations are reviewed by external valuation firms.
In the absence of observable market prices, the Partnership values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described below:
Private Equity and Real Estate Investments – The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies or sales of comparable assets, and other measures which, in many cases, are unaudited at the time received. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rate (“cap rate”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., applying a key performance metric of the investment such as EBITDA or net operating income to a relevant valuation multiple or cap rate observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar models. Adjustments to observable valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for differences in size, profitability, projected growth rates, geography and capital structure if applicable. The adjustments are reviewed with each subsequent valuation to assess how the investment has evolved relative to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development milestones which are also taken into account in the valuation assessment. Option pricing models and similar tools do not currently drive a significant portion of private equity or real estate valuations and are used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.
Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury investments) are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In some instances, the Partnership may utilize other valuation techniques, including the discounted cash flow method.
CLO Investments and CLO Loans Payable – The Partnership measures the financial liabilities of its consolidated CLOs based on the fair value of the financial assets of its consolidated CLOs, as the Partnership believes the fair value of the financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable, the assets are valued based on similar securities, market index changes, and other factors. The Partnership corroborates quotations from pricing services either with other available pricing data or with its own models. Generally, the loan and bond assets of the CLOs are not actively traded and are classified as Level III. The fair values of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to broker quotations from market makers and third party dealers.
The Partnership measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair value of the financial assets of the CLO and the beneficial interests held by the Partnership. The Partnership continues to measure the CLO loans payable that it holds at fair value based on both discounted cash flow analyses and third party quotes, as described above.
Loans Payable of a Real Estate VIE – Prior to September 30, 2017, the Partnership elected the fair value option to measure the loans payable of a real estate VIE at fair value. The fair values of the loans were primarily based on discounted cash flow analyses, which considered the liquidity and current financial condition of the real estate VIE. These loans were classified as Level III.
Fund Investments – The Partnership’s investments in external funds are valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. The terms of the investments generally preclude the ability to redeem the investment. Distributions from these investments will be received as the underlying assets in the funds are liquidated, the timing of which cannot be readily determined.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The changes in financial instruments measured at fair value for which the Partnership has used Level III inputs to determine fair value are as follows (Dollars in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Financial Assets Year Ended December 31, 2017 |
| Investments of Consolidated Funds | | Investments in CLOs and other | | Total |
Equity
securities | | Bonds | | Loans | | Other | |
| Balance, beginning of period | $ | 10.3 |
| | $ | 396.4 |
| | $ | 3,485.6 |
| | $ | 1.4 |
| | $ | 152.6 |
| | $ | 4,046.3 |
|
| Purchases | 0.1 |
| | 280.6 |
| | 2,594.3 |
| | — |
| | 255.8 |
| | 3,130.8 |
|
| Sales and distributions | (27.0 | ) | | (310.9 | ) | | (1,223.9 | ) | | (3.0 | ) | | (28.2 | ) | | (1,593.0 | ) |
| Settlements | — |
| | — |
| | (1,084.1 | ) | | — |
| | — |
| | (1,084.1 | ) |
| Realized and unrealized gains (losses), net | | | | | | | | | | | |
| Included in earnings | 23.5 |
| | (7.5 | ) | | 16.6 |
| | 1.7 |
| | 12.2 |
| | 46.5 |
|
| Included in other comprehensive income | 1.0 |
| | 54.8 |
| | 324.2 |
| | 0.2 |
| | 13.0 |
| | 393.2 |
|
| Balance, end of period | $ | 7.9 |
| | $ | 413.4 |
| | $ | 4,112.7 |
| | $ | 0.3 |
| | $ | 405.4 |
| | $ | 4,939.7 |
|
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 6.7 |
| | $ | (5.0 | ) | | $ | 18.5 |
| | $ | — |
| | $ | 11.3 |
| | $ | 31.5 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Financial Assets Year Ended December 31, 2016 |
| | Investments of Consolidated Funds | | Investments in CLOs and other | | Restricted
securities of
Consolidated
Funds | | Total |
| | Equity
securities | | Bonds | | Loans | | Partnership
and LLC
interests(2) | | Other | |
| Balance, beginning of period | $ | 575.3 |
| | $ | 1,180.9 |
| | $ | 15,686.7 |
| | $ | 59.6 |
| | $ | 5.0 |
| | $ | 1.4 |
| | $ | 8.7 |
| | $ | 17,517.6 |
|
Deconsolidation of funds(1) | (562.1 | ) | | (890.7 | ) | | (13,506.9 | ) | | (74.3 | ) | | (5.0 | ) | | 123.8 |
| | (8.7 | ) | | (14,923.9 | ) |
| Purchases | 12.2 |
| | 268.8 |
| | 2,446.7 |
| | 12.4 |
| | — |
| | 25.9 |
| | — |
| | 2,766.0 |
|
| Sales and distributions | (5.1 | ) | | (152.0 | ) | | (356.7 | ) | | — |
| | — |
| | (7.8 | ) | | — |
| | (521.6 | ) |
| Settlements | — |
| | — |
| | (771.1 | ) | | — |
| | — |
| | — |
| | — |
| | (771.1 | ) |
| Realized and unrealized gains (losses), net | | | | | | | | | | | | | | | |
| Included in earnings | (9.7 | ) | | 4.3 |
| | 52.7 |
| | 2.3 |
| | 1.5 |
| | 29.1 |
| | — |
| | 80.2 |
|
| Included in other comprehensive | (0.3 | ) | | (14.9 | ) | | (65.8 | ) | | — |
| | (0.1 | ) | | (19.8 | ) | | — |
| | (100.9 | ) |
| Balance, end of period | $ | 10.3 |
| | $ | 396.4 |
| | $ | 3,485.6 |
| | $ | — |
| | $ | 1.4 |
| | $ | 152.6 |
| | $ | — |
| | $ | 4,046.3 |
|
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | (9.5 | ) | | $ | 2.8 |
| | $ | 41.2 |
| | $ | — |
| | $ | 1.5 |
| | $ | 29.1 |
| | $ | — |
| | $ | 65.1 |
|
| |
| (1) | As a result of the adoption of ASU 2015-2 and the deconsolidation of certain CLOs on January 1, 2016, $123.8 million of investments that the Partnership held in those CLOs were no longer eliminated in consolidation and were included in investments in CLOs and other for the year ended December 31, 2016. |
| |
| (2) | As a result of the retrospective adoption of ASU 2015-7, the beginning balance of Partnership and LLC interests that are measured at fair value using the NAV per share practical expedient have been revised to reflect their exclusion from the fair value hierarchy. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | | | |
| | Financial Liabilities Year Ended December 31, 2017 |
| | Loans Payable
of Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a real estate VIE | | Total |
| Balance, beginning of period | $ | 3,866.3 |
| | $ | 1.5 |
| | $ | 79.4 |
| | $ | 3,947.2 |
|
| Borrowings | 2,314.3 |
| | — |
| | — |
| | 2,314.3 |
|
| Paydowns | (2,167.1 | ) | | (0.7 | ) | | (14.3 | ) | | (2,182.1 | ) |
| Deconsolidation of a real estate VIE | — |
| | — |
| | (72.6 | ) | | (72.6 | ) |
| Realized and unrealized (gains) losses, net | | | | | | | |
| Included in earnings | (61.5 | ) | | 0.1 |
| | 3.3 |
| | (58.1 | ) |
| Included in other comprehensive income | 351.8 |
| | 0.1 |
| | 4.2 |
| | 356.1 |
|
| Balance, end of period | $ | 4,303.8 |
| | $ | 1.0 |
| | $ | — |
| | $ | 4,304.8 |
|
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | (57.0 | ) | | $ | 0.1 |
| | $ | — |
| | $ | (56.9 | ) |
|
| | | | | | | | | | | | | | | | | | | |
| | Financial Liabilities Year Ended December 31, 2016 |
| | Loans Payable
of Consolidated
Funds | | Derivative
Instruments of
Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a consolidated
real estate VIE | | Total |
| Balance, beginning of period | $ | 17,046.7 |
| | $ | 29.1 |
| | $ | 20.8 |
| | $ | 75.4 |
| | $ | 17,172.0 |
|
| Initial consolidation/deconsolidation of funds | (13,742.6 | ) | | (29.0 | ) | | — |
| | — |
| | (13,771.6 | ) |
| Borrowings | 1,336.7 |
| | — |
| | — |
| | — |
| | 1,336.7 |
|
| Paydowns | (742.5 | ) | | — |
| | (10.3 | ) | | (34.5 | ) | | (787.3 | ) |
| Sales | — |
| | (1.7 | ) | | — |
| | — |
| | (1.7 | ) |
| Realized and unrealized (gains) losses, net | | | | | | | | | |
| Included in earnings | 40.4 |
| | 1.6 |
| | (9.0 | ) | | 19.8 |
| | 52.8 |
|
| Included in other comprehensive income | (72.4 | ) | | — |
| | — |
| | 18.7 |
| | (53.7 | ) |
| Balance, end of period | $ | 3,866.3 |
| | $ | — |
| | $ | 1.5 |
| | $ | 79.4 |
| | $ | 3,947.2 |
|
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | 37.6 |
| | $ | — |
| | $ | (0.1 | ) | | $ | 19.8 |
| | $ | 57.3 |
|
Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds and loans payable and derivative instruments of the CLOs are included in net investment gains (losses) of Consolidated Funds in the consolidated statements of operations.
Realized and unrealized gains and losses included in earnings for Level III contingent consideration liabilities are included in other non-operating expense (income), and such gains and losses for loans payable of a real estate VIE are included in interest and other expenses of a real estate VIE in the consolidated statement of operations.
Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in accumulated other comprehensive loss, non-controlling interests in consolidated entities and non-controlling interests in Carlyle Holdings in the consolidated balance sheets.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes quantitative information about the Partnership’s Level III inputs as of December 31, 2017:
|
| | | | | | | | | |
| | Fair Value at | | | | | | Range
(Weighted
Average) |
| (Dollars in millions) | December 31, 2017 | | Valuation Technique(s) | | Unobservable Input(s) | |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | 5.7 |
| | Discounted Cash Flow | | Discount Rates | | 10% - 10% (10%) |
| |
|
| |
| |
| |
|
| | 2.2 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | 0 - 33 (30) |
| | | |
| |
| |
|
| Bonds | 413.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 44 - 107 (98) |
| Loans | 4,112.7 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 64 - 103 (100) |
| Other | 0.3 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 9 - 9 (9) |
| | 4,534.3 |
| |
| |
| |
|
| Investments in CLOs and other | | |
| |
| |
|
| Senior secured notes | 357.2 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 1% - 9% (3%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | |
| | Indicative Quotes (% of Par) | | 98 - 104 (101) |
| Subordinated notes and preferred shares | 48.2 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 8% - 11% (9%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | |
| | Indicative Quotes (% of Par) | | 63 - 97 (81) |
| Total | $ | 4,939.7 |
| |
| |
| |
|
| Liabilities | | |
| |
| |
|
| Loans payable of Consolidated Funds: | | |
| |
| |
|
| Senior secured notes | $ | 4,100.5 |
| | Other | | N/A | | N/A |
| Subordinated notes and preferred shares | 26.9 |
| | Other | | N/A | | N/A |
| | 176.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 8% - 11% (10%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | |
| | Indicative Quotes (% of Par) | | 79 - 93 (86) |
| Contingent consideration | 1.0 |
| | Other | | N/A | | N/A |
| Total | $ | 4,304.8 |
| | | | | | |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes quantitative information about the Partnership’s Level III inputs as of December 31, 2016:
|
| | | | | | | | | |
| (Dollars in millions) | Fair Value at
December 31, 2016 | | Valuation Technique(s) | | Unobservable Input(s) | | Range
(Weighted
Average) |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | 9.6 |
| | Discounted Cash Flow | | Discount Rates | | 9% - 10% (9%) |
| | | |
| | Exit Cap Rate | | 7% - 9% (7%) |
| | 0.7 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | 10 - 10 (10) |
| | | |
| |
| |
|
| Bonds | 396.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 74 - 108 (99) |
| Loans | 3,485.6 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 31 - 102 (99) |
| Other | 1.4 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 6 - 8 (7) |
| | 3,893.7 |
| |
| |
| |
|
| Senior secured notes | 115.9 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 1% - 11% (2%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 74% (71%) |
| | | |
| | Indicative Quotes (% of Par) | | 82 - 102 (99) |
| Subordinated notes and preferred shares | 35.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 9% - 14% (12%) |
| | | |
| | Default Rates | | 1% - 10% (2%) |
| | | |
| | Recovery Rates | | 50% - 74% (64%) |
| | | |
| | Indicative Quotes (% of Par) | | 2 - 101 (96) |
| Other | 1.3 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 5.7x - 5.7x (5.7x) |
| Total | $ | 4,046.3 |
| |
| |
| |
|
| Liabilities | | |
| |
| |
|
| Loans payable of Consolidated Funds: | | |
| |
| |
|
Senior secured notes(1) | 3,672.5 |
| | Other | | N/A | | N/A |
Subordinated notes and preferred shares(1) | 26.9 |
| | Other | | N/A | | N/A |
| | 166.9 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 9% - 14% (12%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 74% (66%) |
| | | |
| | Indicative Quotes (% of Par) | | 7 - 90 (68) |
| Loans payable of a real estate VIE | 79.4 |
| | Discounted Cash Flow | | Discount to Expected Payment | | 10% - 55% (37%) |
| | | |
| | Discount Rate | | 20% - 30% (23%) |
| Contingent consideration | 1.5 |
| | Other | | N/A | | N/A |
| Total | $ | 3,947.2 |
| | | | | | |
| |
| (1) | Beginning on January 1, 2016, CLO loan payables held by third party beneficial interest holders are measured on the basis of fair value of the financial assets of the CLOs and the beneficial interests held by the Partnership. |
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in equity securities include indicative quotes, discount rates and exit cap rates. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount rates and exit cap rates in isolation would result in a significantly lower fair value measurement.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in bonds and loans are indicative quotes. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in CLOs and other investments include EBITDA multiples, discount rates, default rates, recovery rates and indicative quotes. Significant decreases in EBITDA multiples, recovery rates or indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s loans payable of Consolidated Funds are discount rates, default rates, recovery rates and indicative quotes. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates and indicative quotes in isolation would result in a significantly higher fair value.
4. Accrued Performance Fees
The components of accrued performance fees are as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 2,272.4 |
| | $ | 1,375.4 |
|
| Real Assets | 657.5 |
| | 483.4 |
|
| Global Credit | 56.1 |
| | 68.6 |
|
| Investment Solutions | 684.6 |
| | 553.7 |
|
| Total | $ | 3,670.6 |
| | $ | 2,481.1 |
|
Approximately 19% of accrued performance fees at December 31, 2017 are related to Carlyle Partners VI, one of the Partnership’s Corporate Private Equity funds.
Approximately 27% of accrued performance fees at December 31, 2016 are related to Carlyle Partners V, L.P. and Carlyle Asia Partners III, L.P., two of the Partnership’s Corporate Private Equity funds.
Accrued performance fees are shown gross of the Partnership’s accrued performance fee-related compensation (see Note 8), and accrued giveback obligations, which are separately presented in the consolidated balance sheets. The components of the accrued giveback obligations are as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | (8.7 | ) | | $ | (3.9 | ) |
| Real Assets | (58.1 | ) | | (156.9 | ) |
| Total | $ | (66.8 | ) | | $ | (160.8 | ) |
During the year ended December 31, 2017, the Partnership paid $98.4 million to satisfy giveback obligations related to two of its Real Assets funds. Approximately $67.1 million of these obligations was paid by current and former senior Carlyle professionals and $31.3 million by Carlyle Holdings.
During the year ended December 31, 2016, the Partnership paid $47.3 million to satisfy a giveback obligation related to one of its Corporate Private Equity funds. Substantially all of the giveback obligation was paid by current and former senior Carlyle professionals.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Performance Fees
The performance fees included in revenues are derived from the following segments:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 1,629.6 |
| | $ | 289.6 |
| | $ | 698.2 |
|
| Global Credit | 56.6 |
| | 37.4 |
| | (41.0 | ) |
| Real Assets | 265.2 |
| | 321.1 |
| | 49.3 |
|
| Investment Solutions | 142.5 |
| | 103.7 |
| | 118.4 |
|
| Total | $ | 2,093.9 |
| | $ | 751.8 |
| | $ | 824.9 |
|
Approximately 61%, or $1,273.2 million, of performance fees for the year ended December 31, 2017 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income):
•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $335.1 million,
•Carlyle Partners VI, L.P. (Corporate Private Equity segment) - $844.5 million, and
•Carlyle Asia Partners IV, L.P. (Corporate Private Equity segment) - $381.8 million.
Approximately 28%, or $214.2 million, of performance fees for the year ended December 31, 2016 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income):
•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $194.4 million, and
•Carlyle Realty Partners VII, L.P. (Real Assets segment) - $138.7 million.
Approximately 51%, or $422.1 million, of performance fees for the year ended December 31, 2015 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income for the following funds):
•Carlyle Europe Partners III, L.P. (Corporate Private Equity segment) - $273.4 million,
•Carlyle Asia Partners III, L.P. (Corporate Private Equity segment) - $202.7 million,
•Carlyle Realty Partners VI, L.P. (Real Assets segment) - $116.4 million, and
•Carlyle/Riverstone Global Energy and Power Fund III, L.P. (Real Assets segment) - $(102.6) million.
5. Investments
Investments consist of the following:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Equity method investments, excluding accrued performance fees | $ | 1,218.4 |
| | $ | 950.9 |
|
| Investments in CLOs and other | 405.9 |
| | 156.1 |
|
| Total investments | $ | 1,624.3 |
| | $ | 1,107.0 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Strategic Investment in NGP
In December 2012, the Partnership entered into an agreement with ECM Capital, L.P. (“ECM”) and Barclays Natural Resource Investments, a division of Barclays Bank PLC (“BNRI”), to make an investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”), an Irving, Texas-based energy investor. The agreement was amended in March 2017 to further align the interests of the Partnership and NGP. The Partnership’s equity interests in NGP Management entitle the Partnership to an allocation of income equal to 55.0% of the management fee-related revenues of the NGP entities that serve as the advisors to certain private equity funds, and future interests in the general partners of certain future carry funds advised by NGP that entitle the Partnership to an allocation of income equal to 47.5% of the carried interest received by such fund general partners.
In consideration for these interests, the Partnership paid an aggregate of $504.6 million in cash to ECM and BNRI, and issued 996,572 Carlyle Holdings partnership units to ECM that vest ratably through 2017. In January 2016, the Partnership also paid contingent consideration to BNRI of $183.0 million, of which $63.0 million was paid in cash and $120.0 million was paid by the Partnership by issuing a promissory note due in 2022 (see Note 7). The transaction also included contingent consideration payable to ECM of up to $45.0 million in cash (of which $22.5 million was paid in March 2017 with the balance paid in January 2018), together with an additional $15.0 million in cash, which was paid in January 2018, and 597,944 Carlyle Holdings partnership units that were issued in December 2012 and substantially vested upon the amendment in March 2017. The Partnership has also agreed to issue common units on each of February 1, 2018, 2019, and 2020, with a value of $10.0 million per year to an affiliate of NGP Management, and subsequent to 2020, to issue common units on an annual basis with a value not to exceed $10.0 million per year based on a prescribed formula, which will vest over a 42-month period. The Partnership has the right to purchase the remaining equity interests in NGP Management in specific remote situations designed to protect the Partnership's interest.
The Partnership accounts for its investments in NGP under the equity method of accounting. The Partnership recorded its investments in NGP initially at cost, excluding any elements in the transaction that were deemed to be compensatory arrangements to NGP personnel. The Carlyle Holdings partnership units issued in the transaction and the deferred restricted common units (which were granted in 2012 to certain NGP personnel) were deemed to be compensatory arrangements; these elements are recognized as an expense under applicable U.S. GAAP.
The Partnership records investment income (loss) for its equity income allocation from NGP management fees and performance fees, and also records its share of any allocated expenses from NGP Management, expenses associated with the compensatory elements of the transaction, and the amortization of the basis differences related to the definitive-lived identifiable intangible assets of NGP Management. The net investment earnings (loss) recognized in the Partnership’s consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015 were as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Management fees | $ | 80.5 |
| | $ | 80.7 |
| | $ | 53.9 |
|
| Performance fees | 98.4 |
| | 44.7 |
| | (18.5 | ) |
| Investment income (loss) | 12.1 |
| | 9.4 |
| | (3.3 | ) |
| Expenses | (54.0 | ) | | (16.0 | ) | | (15.3 | ) |
| Amortization of basis differences | (8.5 | ) | | (55.2 | ) | | (56.6 | ) |
| Net investment income (loss) | $ | 128.5 |
| | $ | 63.6 |
| | $ | (39.8 | ) |
The difference between the Partnership’s remaining carrying value of its investment and its share of the underlying net assets of the investee was $21.3 million, $29.8 million and $85.0 million as of December 31, 2017, 2016 and 2015, respectively; these differences are amortized over a period of 10 years from the initial investment date.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Equity-Method Investments
The Partnership’s equity method investments include its fund investments in Corporate Private Equity, Real Assets, Global Credit, and Investment Solutions typically as general partner interests, and its strategic investments in NGP (included within Real Assets), which are not consolidated. Investments are related to the following segments:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 369.5 |
| | $ | 282.4 |
|
| Real Assets | 775.1 |
| | 622.8 |
|
| Global Credit | 23.0 |
| | 20.1 |
|
| Investment Solutions | 50.8 |
| | 25.6 |
|
| Total | $ | 1,218.4 |
| | $ | 950.9 |
|
The summarized financial information of the Partnership’s equity method investees from the date of initial investment is as follows (Dollars in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Corporate Private Equity |
| Real Assets | | Global Credit |
| Investment Solutions | | Aggregate Totals |
| For the Year Ended December 31, |
| For the Year Ended
December 31, | | For the Year Ended December 31, |
| For the Year Ended December 31, | | For the Year Ended December 31, |
| | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| Statement of operations information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment income | $ | 630.8 |
| | $ | 532.2 |
| | $ | 380.7 |
| | $ | 230.4 |
| | $ | 679.5 |
| | $ | 441.2 |
| | $ | 267.7 |
| | $ | 167.4 |
| | $ | 193.6 |
| | $ | 78.6 |
| | $ | 107.2 |
| | $ | 118.6 |
| | $ | 1,207.5 |
| | $ | 1,486.3 |
| | $ | 1,134.1 |
|
| Expenses | 553.3 |
| | 597.1 |
| | 613.8 |
| | 572.4 |
| | 544.3 |
| | 604.4 |
| | 118.8 |
| | 95.1 |
| | 45.7 |
| | 665.5 |
| | 493.0 |
| | 436.5 |
| | 1,910.0 |
| | 1,729.5 |
| | 1,700.4 |
|
| Net investment income (loss) | 77.5 |
| | (64.9 | ) | | (233.1 | ) | | (342.0 | ) | | 135.2 |
| | (163.2 | ) | | 148.9 |
| | 72.3 |
| | 147.9 |
| | (586.9 | ) | | (385.8 | ) | | (317.9 | ) | | (702.5 | ) | | (243.2 | ) | | (566.3 | ) |
| Net realized and unrealized gain (loss) | 9,587.4 |
| | 2,906.8 |
| | 4,831.6 |
| | 2,605.6 |
| | 2,184.2 |
| | (3,047.6 | ) | | (51.5 | ) | | (504.6 | ) | | (323.1 | ) | | 2,676.3 |
| | 2,360.2 |
| | 2,511.1 |
| | 14,817.8 |
| | 6,946.6 |
| | 3,972.0 |
|
| Net income (loss) | $ | 9,664.9 |
| | $ | 2,841.9 |
| | $ | 4,598.5 |
| | $ | 2,263.6 |
| | $ | 2,319.4 |
| | $ | (3,210.8 | ) | | $ | 97.4 |
| | $ | (432.3 | ) | | $ | (175.2 | ) | | $ | 2,089.4 |
| | $ | 1,974.4 |
| | $ | 2,193.2 |
| | $ | 14,115.3 |
| | $ | 6,703.4 |
| | $ | 3,405.7 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Private Equity |
| Real Assets | | Global Credit |
| Investment Solutions | | Aggregate Totals |
| | As of December 31, |
| As of December 31, | | As of December 31, |
| As of December 31, | | As of December 31, |
| | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 |
| Balance sheet information | | | | | | | | | | | | | | | | | | | |
| Investments | $ | 42,129.8 |
| | $ | 31,427.7 |
| | $ | 24,352.0 |
| | $ | 21,460.2 |
| | $ | 3,873.5 |
| | $ | 2,240.8 |
| | $ | 16,155.4 |
| | $ | 13,312.6 |
| | $ | 86,510.7 |
| | $ | 68,441.3 |
|
| Total assets | $ | 44,987.0 |
| | $ | 33,605.0 |
| | $ | 25,894.9 |
| | $ | 22,666.0 |
| | $ | 4,050.0 |
| | $ | 2,502.5 |
| | $ | 16,402.5 |
| | $ | 13,476.3 |
| | $ | 91,334.4 |
| | $ | 72,249.8 |
|
| Debt | $ | 2,141.8 |
| | $ | 416.2 |
| | $ | 2,633.0 |
| | $ | 1,552.9 |
| | $ | 508.1 |
| | $ | 170.4 |
| | $ | 135.0 |
| | $ | 96.8 |
| | $ | 5,417.9 |
| | $ | 2,236.3 |
|
| Other liabilities | $ | 693.2 |
| | $ | 607.2 |
| | $ | 239.6 |
| | $ | 384.1 |
| | $ | 128.7 |
| | $ | 94.3 |
| | $ | 379.5 |
| | $ | 304.1 |
| | $ | 1,441.0 |
| | $ | 1,389.7 |
|
| Total liabilities | $ | 2,835.0 |
| | $ | 1,023.4 |
| | $ | 2,872.6 |
| | $ | 1,937.0 |
| | $ | 636.8 |
| | $ | 264.7 |
| | $ | 514.5 |
| | $ | 400.9 |
| | $ | 6,858.9 |
| | $ | 3,626.0 |
|
| Partners’ capital | $ | 42,152.0 |
| | $ | 32,581.6 |
| | $ | 23,022.3 |
| | $ | 20,729.0 |
| | $ | 3,413.2 |
| | $ | 2,237.8 |
| | $ | 15,888.0 |
| | $ | 13,075.4 |
| | $ | 84,475.5 |
| | $ | 68,623.8 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Investment Income (Loss)
The components of investment income (loss) are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Income from equity investments | $ | 226.4 |
| | $ | 150.6 |
| | $ | 10.4 |
|
| Income (loss) from investments in CLOs and other investments | 5.6 |
| | 9.6 |
| | (1.7 | ) |
| Other investment income | — |
| | 0.3 |
| | 6.5 |
|
| Total | $ | 232.0 |
| | $ | 160.5 |
| | $ | 15.2 |
|
Carlyle’s income (loss) from its equity-method investments is included in investment income (loss) in the consolidated statements of operations and consists of:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 64.8 |
| | $ | 51.8 |
| | $ | 28.9 |
|
| Real Assets | 151.7 |
| | 101.2 |
| | (18.6 | ) |
| Global Credit | 1.7 |
| | (3.8 | ) | | (0.9 | ) |
| Investment Solutions | 8.2 |
| | 1.4 |
| | 1.0 |
|
| Total | $ | 226.4 |
| | $ | 150.6 |
| | $ | 10.4 |
|
Investments in CLOs and Other Investments
Investments in CLOs and other investments as of December 31, 2017 and 2016 primarily consisted of $405.9 million and $156.1 million, respectively, of investments in CLO senior and subordinated notes, derivative instruments, and corporate mezzanine securities and bonds.
Investments of Consolidated Funds
The Partnership consolidates the financial positions and results of operations of certain CLOs in which it is the primary beneficiary. During the year ended December 31, 2017, the Partnership formed seven new CLOs for which the Partnership is primary beneficiary of two of those CLOs. As of December 31, 2017, the total assets of these CLOs formed during the year and included in the Partnership’s consolidated financial statements were approximately $1.2 billion.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table presents a summary of the investments held by the Consolidated Funds. Investments held by the Consolidated Funds do not represent the investments of all Carlyle sponsored funds. The table below presents investments as a percentage of investments of Consolidated Funds:
|
| | | | | | | | | | | | | | |
| | | Fair Value | | Percentage of Investments of
Consolidated Funds |
| |
| | Geographic Region/Instrument Type/ Industry | December 31, | | December 31, |
| | Description or Investment Strategy | 2017 | | 2016 | | 2017 | | 2016 |
| | | (Dollars in millions) | | | | |
| | United States | | | | | | | |
| | Assets of the CLOs: |
| |
| |
| |
|
| | Bonds | $ | 36.6 |
| | $ | 12.5 |
| | 0.81 | % | | 0.32 | % |
| | Equity | 2.2 |
| | 0.7 |
| | 0.05 | % | | 0.02 | % |
| | Loans | 1,644.4 |
| | 1,941.7 |
| | 36.27 | % | | 49.87 | % |
| | Total assets of the CLOs (cost of $1,661.1 and $1,958.6 at
December 31, 2017 and 2016, respectively) | 1,683.2 |
| | 1,954.9 |
| | 37.13 | % | | 50.21 | % |
| | Total United States | $ | 1,683.2 |
| | $ | 1,954.9 |
| | 37.13 | % | | 50.21 | % |
|
| | | | | | | | | | | | | |
| Europe | | | | | | | |
| Equity securities: | | | | | | | |
| Other | 5.7 |
| | $ | 9.6 |
| | 0.13 | % | | 0.25 | % |
Total equity securities (cost of $28.1 and $97.0 at
December 31, 2017 and 2016, respectively) | 5.7 |
| | 9.6 |
| | 0.13 | % | | 0.25 | % |
| Assets of the CLOs: |
| | | |
| | |
| Bonds | 368.5 |
| | 377.7 |
| | 8.13 | % | | 9.70 | % |
| Loans | 2,369.9 |
| | 1,403.9 |
| | 52.26 | % | | 36.06 | % |
| Other | 0.3 |
| | 1.4 |
| | — | % | | 0.03 | % |
Total assets of the CLOs (cost of $2,745.1 and $1,777.0 at
December 31, 2017 and 2016, respectively) | 2,738.7 |
| | 1,783.0 |
| | 60.39 | % | | 45.79 | % |
| Total Europe | $ | 2,744.4 |
| | $ | 1,792.6 |
| | 60.52 | % | | 46.04 | % |
| Global |
| | | |
| | |
| Assets of the CLOs: |
| | | |
| | |
| Bonds | $ | 8.3 |
| | $ | 6.2 |
| | 0.18 | % | | 0.16 | % |
| Loans | 98.4 |
| | 140.0 |
| | 2.17 | % | | 3.59 | % |
Total assets of the CLOs (cost of $107.7 and $147.9 at
December 31, 2017 and 2016, respectively) | 106.7 |
| | 146.2 |
| | 2.35 | % | | 3.75 | % |
| Total Global | $ | 106.7 |
| | $ | 146.2 |
| | 2.35 | % | | 3.75 | % |
| Total investments of Consolidated Funds (cost of $4,542.0 and $3,980.5 at December 31, 2017 and 2016, respectively) | $ | 4,534.3 |
| | $ | 3,893.7 |
| | 100.00 | % | | 100.00 | % |
There were no individual investments with a fair value greater than five percent of the Partnership’s total assets for any period presented.
Interest and Other Income of Consolidated Funds
The components of interest and other income of Consolidated Funds are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Interest income from investments | $ | 167.3 |
| | $ | 140.4 |
| | $ | 873.1 |
|
| Other income | 10.4 |
| | 26.5 |
| | 102.4 |
|
| Total | $ | 177.7 |
| | $ | 166.9 |
| | $ | 975.5 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Net Investment Gains (Losses) of Consolidated Funds
Net investment gains (losses) of Consolidated Funds include net realized gains (losses) from sales of investments and unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of net investment gains (losses) of Consolidated Funds are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Gains from investments of Consolidated Funds | $ | 27.0 |
| | $ | 51.7 |
| | $ | 426.2 |
|
| Gains (losses) from liabilities of CLOs | 61.4 |
| | (40.5 | ) | | 436.5 |
|
| Gains on other assets of CLOs | — |
| | 1.9 |
| | 1.7 |
|
| Total | $ | 88.4 |
| | $ | 13.1 |
| | $ | 864.4 |
|
The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Realized gains (losses) | $ | (54.0 | ) | | $ | (33.4 | ) | | $ | 1,114.7 |
|
| Net change in unrealized gains (losses) | 81.0 |
| | 85.1 |
| | (688.5 | ) |
| Total | $ | 27.0 |
| | $ | 51.7 |
| | $ | 426.2 |
|
6.Intangible Assets and Goodwill
The following table summarizes the carrying amount of intangible assets as of December 31, 2017 and 2016:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
Acquired contractual rights(1) | $ | 81.4 |
| | $ | 74.1 |
|
Acquired trademarks(1) | 1.2 |
| | 1.0 |
|
| Accumulated amortization | (57.8 | ) | | (43.2 | ) |
| Finite-lived intangible assets, net | 24.8 |
| | 31.9 |
|
Goodwill(1) | 11.1 |
| | 10.1 |
|
| Intangible assets, net | $ | 35.9 |
| | $ | 42.0 |
|
(1) Changes in the carrying amounts of acquired contractual rights, acquired trademarks, and goodwill are due to foreign currency translation.
As of December 31, 2017, all of the remaining finite-lived intangible assets, net, are associated with the Partnership's Investment Solutions segment.
As discussed in Note 2, the Partnership reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. No impairment losses were recorded during the years ended December 31, 2017 and 2016. During the year ended December 31, 2015, the Partnership evaluated for indicators of impairment certain definite-lived intangible assets associated with acquired contractual rights for fee income. These intangible assets are included in the Global Credit and Investment Solutions segments. The Partnership recorded impairment losses, primarily as a result of the redemptions received on the open-ended credit hedge funds in the Global Credit segment and with the open-ended fund of hedge funds in the Investment Solutions segment, of $186.6 million and $15.0 million, respectively, during the year ended December 31, 2015. Additionally, the Partnership recorded a $7.0 million goodwill impairment charge during the year ended December 31, 2015 as a result of the Partnership's decision to restructure the Investment Solutions segment. Finally, the Partnership recorded an additional impairment loss of $11.8 million for the year ended December 31, 2015 to reduce the carrying value of other Global Credit intangible assets to their estimated fair value.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The fair value determinations were based on a probability-weighted discounted cash flow model. These fair value measurements were based on significant inputs not observable in the market (primarily discount rates ranging from 10% to 20%) and thus represented Level III measurements as defined in the accounting guidance for fair value measurements. The impairment losses were included in general, administrative and other expenses in the accompanying consolidated financial statements.
Intangible asset amortization expense, excluding impairment losses, was $10.1 million, $42.5 million and $76.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in general, administrative, and other expenses in the consolidated statements of operations.
The following table summarizes the expected amortization expense for 2018 through 2022 and thereafter (Dollars in millions):
|
| | | |
| | |
| 2018 | $ | 9.8 |
|
| 2019 | 6.0 |
|
| 2020 | 6.0 |
|
| 2021 | 3.0 |
|
| | $ | 24.8 |
|
7. Borrowings
The Partnership borrows and enters into credit agreements for its general operating and investment purposes. The Partnership’s debt obligations consist of the following (Dollars in millions):
|
| | | | | | | | | | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | Borrowing
Outstanding | | Carrying
Value | | Borrowing
Outstanding | | Carrying
Value |
| Senior Credit Facility Term Loan Due 5/05/2020 | $ | 25.0 |
| | $ | 24.8 |
| | $ | 25.0 |
| | $ | 24.7 |
|
| CLO Term Loans (See below) | 294.5 |
| | 294.5 |
| | 33.8 |
| | 33.8 |
|
| 3.875% Senior Notes Due 2/01/2023 | 500.0 |
| | 497.6 |
| | 500.0 |
| | 497.2 |
|
| 5.625% Senior Notes Due 3/30/2043 | 600.0 |
| | 600.7 |
| | 600.0 |
| | 600.7 |
|
| Promissory Note Due 1/01/2022 | 108.8 |
| | 108.8 |
| | 108.8 |
| | 108.8 |
|
| Promissory Notes Due 7/15/2019 | 47.2 |
| | 47.2 |
| | — |
| | — |
|
| Total debt obligations | $ | 1,575.5 |
| | $ | 1,573.6 |
| | $ | 1,267.6 |
| | $ | 1,265.2 |
|
Senior Credit Facility
As of December 31, 2017, the senior credit facility included $25.0 million in a term loan and $750.0 million in a revolving credit facility. As of December 31, 2017, the term loan and revolving credit facility were scheduled to mature on May 5, 2020. Principal amounts outstanding under the term loan and revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.75%, or (b) at LIBOR plus an applicable margin not to exceed 1.75% (at December 31, 2017, the interest rate was 2.60%). There was no amount outstanding under the revolving credit facility at December 31, 2017. Interest expense under the senior credit facility was not significant for the years ended December 31, 2017, 2016 and 2015. The fair value of the outstanding balances of the term loan and revolving credit facility at December 31, 2017 and 2016 approximated par value based on current market rates for similar debt instruments and are classified as Level III within the fair value hierarchy.
On April 6, 2017, the Partnership borrowed $250.0 million against the $750.0 million revolving credit facility. This amount was repaid in full on June 2, 2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
CLO Term Loans
For certain of our CLOs, the Partnership finances a portion of its investment in the CLOs through the proceeds received from term loans with financial institutions. The Partnership's outstanding CLO term loans consist of the following (Dollars in millions):
|
| | | | | | | | | | | | | | |
| Formation Date | | Borrowing
Outstanding
December 31, 2017 | | | Borrowing Outstanding December 31, 2016 | | Maturity Date (1) | | Interest Rate as of December 31, 2017 | |
| October 3, 2013 | | $ | — |
| (2) | | $ | 13.2 |
| (2) | September 28, 2018 | | NA | (3) |
| June 7, 2016 | | 20.6 |
| | | 20.6 |
| | July 15, 2027 | | 3.16% | (4) |
| February 28, 2017 | | 74.3 |
| | | — |
| | September 21, 2029 | | 2.33% | (5) |
| April 19, 2017 | | 22.8 |
| | | — |
| | April 22, 2031 | | 3.29% | (6) (15) |
| June 28, 2017 | | 23.1 |
| | | — |
| | July 22, 2031 | | 3.29% | (7) (15) |
| July 20, 2017 | | 24.4 |
| | | — |
| | April 21, 2027 | | 2.90% | (8) (15) |
| August 2, 2017 | | 22.8 |
| | | — |
| | July 23, 2029 | | 3.17% | (9) (15) |
| August 2, 2017 | | 20.9 |
| | | — |
| | August 3, 2022 | | 1.75% | (10) |
| August 14, 2017 | | 22.6 |
| | | — |
| | August 15, 2030 | | 3.26% | (11) (15) |
| November 30, 2017 | | 22.7 |
| | | — |
| | January 16, 2030 | | 3.12% | (12) (15) |
| December 6, 2017 | | 19.1 |
| | | — |
| | October 16, 2030 | | 3.01% | (13) (15) |
| December 7, 2017 | | 21.2 |
| | | — |
| | January 19, 2029 | | 2.73% | (14) (15) |
| | | $ | 294.5 |
| | | $ | 33.8 |
| | | | | |
(1) Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2) Original borrowing of €12.6 million.
(3) Note paid off in 2017.
(4) Incurs interest at the weighted average rate of the underlying senior notes.
| |
| (5) | Original borrowing of €61.8 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement. |
| |
| (6) | Incurs interest at LIBOR plus 1.932%. |
| |
| (7) | Incurs interest at LIBOR plus 1.923%. |
| |
| (8) | Incurs interest at LIBOR plus 1.536%. |
| |
| (9) | Incurs interest at LIBOR plus 1.808%. |
| |
| (10) | Original borrowing of €17.4 million; incurs interest at LIBOR plus 1.75% and has full recourse to the Partnership. |
| |
| (11) | Incurs interest at LIBOR plus 1.848%. |
| |
| (12) | Incurs interest at LIBOR plus 1.7312%. |
| |
| (13) | Incurs interest at LIBOR plus 1.647%. |
| |
| (14) | Incurs interest at LIBOR plus 1.365%. |
| |
| (15) | Term loan issued under master credit agreement. |
The CLO term loans are secured by the Partnership's investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense on these term loans was not significant for the years ended December 31, 2017, 2016 and 2015. The fair value of the outstanding balance of the CLO term loans at December 31, 2017 and 2016 approximated par value based on current market rates for similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy.
European CLO Financing - February 28, 2017
On February 28, 2017, a subsidiary of the Partnership entered into a financing agreement with several financial institutions under which these financial institutions provided a €61.8 million term loan ($74.3 million at December 31, 2017) to the Partnership. This term loan is secured by the Partnership’s investments in the retained notes in certain European CLOs that were formed in 2014 and 2015. This term loan will mature on the earlier of these mattersSeptember 21, 2029 or the date that the certain European CLO retained notes have been redeemed. The Partnership may prepay the term loan in whole or in part at any time after the third anniversary of the date of issuance without penalty. Prepayment of the term loan within the first three years will
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
incur a penalty based on the prepayment amount. Interest on this term loan accrues at EURIBOR plus applicable margins (2.33% at December 31, 2017).
Master Credit Agreement - Term Loans
In January 2017, the Partnership entered into a master credit agreement with a financial institution under which the financial institution expects to provide term loans to the Partnership for the purchase of eligible interests in CLOs. This agreement will terminate in January 2020. Any term loan issued under this master credit agreement is secured by the Partnership’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Any term loan bears interest at LIBOR plus a weighted average spread over LIBOR on the inherent unpredictabilityCLO notes and an applicable margin. Interest is due quarterly.
3.875% Senior Notes
In January 2013, an indirect finance subsidiary of investigationsthe Partnership issued $500.0 million in aggregate principal amount of 3.875% senior notes due February 1, 2023 at 99.966% of par. Interest is payable semi-annually on February 1 and litigations, it is possible that an adverse outcomeAugust 1, beginning August 1, 2013. This subsidiary may redeem the senior notes in certain matters could,whole at any time or in part from time to time at a price equal to the greater of 100% of the principal amount of the notes being redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semi-annual basis at the Treasury rate plus 30 basis points plus accrued and unpaid interest on the principal amounts being redeemed to the redemption date.
Interest expense on the notes was $19.8 million for the years ended December 31, 2017, 2016 and 2015. At December 31, 2017 and 2016, the fair value of the notes, including accrued interest, was approximately $520.4 million and $512.8 million, respectively, based on indicative quotes. The notes are classified as Level II within the fair value hierarchy.
5.625% Senior Notes
In March 2013, an indirect finance subsidiary of the Partnership issued $400.0 million in aggregate principal amount of 5.625% senior notes due March 30, 2043 at 99.583% of par. Interest is payable semi-annually on March 30 and September 30, beginning September 30, 2013. This subsidiary may redeem the senior notes in whole at any time or in part from time to time at a price equal to the greater of 100% of the principal amount of the notes being redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semi-annual basis at the Treasury rate plus 40 basis points plus accrued and unpaid interest on the principal amounts being redeemed to the redemption date.
In March 2014, an indirect finance subsidiary of the Partnership issued $200.0 million of 5.625% Senior Notes due March 30, 2043 at 104.315% of par. These notes were issued as additional 5.625% Senior Notes and will be treated as a single class with the already outstanding $400.0 million aggregate principal amount of these senior notes.
Interest expense on the notes was $33.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017 and 2016, the fair value of the notes, including accrued interest, was approximately $696.3 million and $603.1 million, respectively, based on indicative quotes. The notes are classified as Level II within the fair value hierarchy.
Promissory Notes
Promissory Note Due January 1, 2022
On January 1, 2016, the Partnership issued a $120.0 million promissory note to BNRI as a result of a contingent consideration arrangement entered into in 2012 between the Partnership and BNRI as part of the Partnership's strategic investment in NGP (see Note 5). Interest on the promissory note accrues at the three month LIBOR plus 2.50% (4.19% at December 31, 2017). The Partnership may prepay the promissory note in whole or in part at any time without penalty. The promissory note is scheduled to mature on January 1, 2022. Interest expense on the promissory note was not significant for the year ended December 31, 2017. The fair value of the outstanding balance of the promissory note at December 31, 2017 approximated par value based on current market rates for similar debt instruments and is classified as Level III within the fair value hierarchy.
In December 2016, the Partnership repurchased $11.2 million of the promissory note for a purchase price of approximately $9.0 million. Approximately $108.8 million of the promissory note is outstanding at December 31, 2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Promissory Notes Due July 15, 2019
In June 2017, as part of the settlement with investors in two commodities investment vehicles managed by an affiliate of the Partnership (disclosed in Note 9), the Partnership issued a series of promissory notes, aggregating to $53.9 million, to the investors of these commodities investment vehicles. Interest on these promissory notes accrues at the three month LIBOR plus 2% (3.36% at December 31, 2017). The Partnership may prepay these promissory notes in whole or in part at any time without penalty. In October 2017, the Partnership repaid $6.7 million of these promissory notes. Accordingly, $47.2 million of these promissory notes are outstanding at December 31, 2017. These promissory notes are scheduled to mature on July 15, 2019. Interest expense on these promissory notes was not significant for the year ended December 31, 2017. The fair value of the outstanding balance of these promissory notes at December 31, 2017 approximated par value based on current market rates for similar debt instruments and is classified as Level III within the fair value hierarchy.
Debt Covenants
The Partnership is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Partnership is also subject to various non-financial covenants under its loan agreements and the indentures governing its senior notes. The Partnership was in compliance with all financial and non-financial covenants under its various loan agreements as of December 31, 2017.
Loans Payable of Consolidated Funds
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the consolidated balance sheets.
As of December 31, 2017 and 2016, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):
|
| | | | | | | | | | | | | | |
| | As of December 31, 2017 |
| | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years |
| Senior secured notes | $ | 4,128.3 |
| | $ | 4,100.5 |
| | 2.16 | % | |
| | 11.44 |
| Subordinated notes, preferred shares, and other | 195.2 |
| | 203.3 |
| | N/A |
| | (a) | | 9.85 |
| Total | $ | 4,323.5 |
| | $ | 4,303.8 |
| | | | | | |
|
| | | | | | | | | | | | | | |
| | As of December 31, 2016 |
| | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years |
| Senior secured notes | $ | 3,681.0 |
| | $ | 3,672.5 |
| | 2.45 | % | |
| | 10.22 |
| Subordinated notes, preferred shares, and other | 195.6 |
| | 193.8 |
| | N/A |
| | (a) | | 9.26 |
| Total | $ | 3,876.6 |
| | $ | 3,866.3 |
| | | | | | |
| |
| (a) | The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs. |
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of December 31, 2017 and 2016, the fair value of the CLO assets was $4.9 billion and $4.7 billion, respectively.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
8.Accrued Compensation and Benefits
Accrued compensation and benefits consist of the following:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Accrued performance fee-related compensation | $ | 1,894.8 |
| | $ | 1,307.4 |
|
| Accrued bonuses | 202.6 |
| | 177.2 |
|
| Other | 125.2 |
| | 177.2 |
|
| Total | $ | 2,222.6 |
| | $ | 1,661.8 |
|
Certain employees of AlpInvest are covered by defined benefit pension plans sponsored by AlpInvest. As of December 31, 2017 and 2016, the benefit obligation of those pension plans totaled approximately $73.4 million and $61.9 million, respectively. As of December 31, 2017 and 2016, the fair value of the plans’ assets was approximately $56.3 million and $46.3 million, respectively. At December 31, 2017 and 2016, the Partnership recognized a material effect on ourliability of $17.1 million and $15.6 million, respectively, representing the funded status of the plans, which was included in accrued compensation and benefits in the accompanying consolidated financial resultsstatements. For the years ended December 31, 2017, 2016 and 2015, the net periodic benefit cost recognized was $4.2 million, $2.5 million and $2.8 million, respectively, which is included in any particular period.base compensation expense in the accompanying consolidated financial statements. No other employees of the Partnership are covered by defined benefit pension plans.
9.Commitments and Contingencies
Other Contingencies
In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. We discuss certain of these matters in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.
Carlyle Common Units and Carlyle Holdings Partnership Units
Rollforwards of the outstanding Carlyle Group L.P. common units and Carlyle Holdings partnership units for the years ended December 31, 2017 and 2016 are as follows:
|
| | | | | | | | | | | | | | | | | |
| Units as of
December 31,
2016 |
| Units Issued - DRUs |
| Units
Forfeited |
| Units
Exchanged |
| Units
Repurchased / Retired |
| Units as of
December 31,
2017 |
| The Carlyle Group L.P. common units | 84,610,951 |
|
| 8,907,265 |
|
| — |
|
| 6,596,624 |
|
| (14,190 | ) |
| 100,100,650 |
|
| Carlyle Holdings partnership units | 241,847,796 |
|
| — |
|
| (437,314 | ) |
| (6,596,624 | ) |
| — |
|
| 234,813,858 |
|
| Total | 326,458,747 |
|
| 8,907,265 |
|
| (437,314 | ) |
| — |
|
| (14,190 | ) |
| 334,914,508 |
|
|
| | | | | | | | | | | | | | | | | |
| | Units as of December 31, 2015 | | Units Issued - DRUs | | Units Forfeited | | Units Exchanged | | Units Repurchased / Retired | | Units as of December 31, 2016 |
| The Carlyle Group L.P. common units | 80,408,702 |
| | 6,860,931 |
| | — |
| | 923,017 |
| | (3,581,699 | ) | | 84,610,951 |
|
| Carlyle Holdings partnership units | 243,619,604 |
| | — |
| | (748,791 | ) | | (923,017 | ) | | (100,000 | ) | | 241,847,796 |
|
| Total | 324,028,306 |
| | 6,860,931 |
| | (748,791 | ) | | — |
| | (3,681,699 | ) | | 326,458,747 |
|
The Carlyle Group L.P. common units issued during the period from December 31, 2016 through December 31, 2017 relate to the vesting of the Partnership’s deferred restricted common units during the year ended December 31, 2017. Further, The Carlyle Group L.P. common units in the table above includes 7,782 common units that the Partnership is expected to acquire from Carlyle Holdings in future periods upon the vesting of certain of the Partnership’s unvested common units associated with the acquisition of the remaining 40% equity interest in AlpInvest in August 2013.
The Carlyle Holdings partnership units forfeited during the period from December 31, 2016 through December 31, 2017 primarily relate to unvested Carlyle Holdings partnership units that were forfeited when the holder ceased to provide services to the Partnership.
The Carlyle Holdings partnership units exchanged relate to the exchange of Carlyle Holdings partnership units held by NGP and certain limited partners for common units on a one-for-one basis. Beginning with the second quarter of 2017, senior Carlyle professionals can exchange their Carlyle Holdings partnership units for common units on a quarterly basis, subject to the terms of the Exchange Agreement. We intend to facilitate an orderly exchange process to seek to minimize the impact on the trading price of our common units. During 2017, senior Carlyle professionals exchanged approximately 6.4 million of their Carlyle Holdings partnership units for common units.
The Carlyle Group L.P. common units repurchased during the period from December 31, 2016 through December 31, 2017 relate to units repurchased and subsequently retired as part of our unit repurchase program that was initiated in February 2016.
The total units as of December 31, 2017 as shown above exclude approximately 0.4 million common units in connection with the vesting of deferred restricted common units subsequent to December 31, 2017 that will participate in the unitholder distribution that will be paid in February 2018.
The Carlyle Group L.P. common units issued during the period from December 31, 2015 through December 31, 2016 relate to the vesting of the Partnership’s deferred restricted common units during the year ended December 31, 2016. Further, The Carlyle Group L.P. common units in the table above includes 38,911 common units that the Partnership is expected to acquire from Carlyle Holdings in future periods upon the vesting of certain of the Partnership’s unvested common units associated with the acquisition of the remaining 40% equity interest in AlpInvest in August 2013.
The Carlyle Holdings partnership units forfeited during the period from December 31, 2015 through December 31, 2016 primarily relate to unvested Carlyle Holdings partnership units that were forfeited when the holder ceased to provide services to the Partnership.
The Carlyle Holdings partnership units exchanged relate to the exchange of Carlyle Holdings partnership units held by NGP and certain limited partners for common units on a one-for-one basis.
The Carlyle Group L.P. common units and Carlyle Holdings partnership units repurchased during the period from December 31, 2015 through December 31, 2016 relate to units repurchased and subsequently retired as part of our unit repurchase program that was initiated in February 2016.
The total units as of December 31, 2016 as shown above exclude approximately 1.1 million common units in connection with the vesting of deferred restricted common units subsequent to December 31, 2016 that participated in the unitholder distribution that was paid in March 2017 and include 11,490 common units repurchased that were pending settlement as of December 31, 2016.
Critical Accounting Policies
Principles of Consolidation. The Partnership consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”). The Partnership describes the policies and procedures it uses in evaluating whether an entity is consolidated in Note 2 to the consolidated financial statements included in
this Annual Report on Form 10-K. As part of its consolidation procedures, the Partnership evaluates: (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Partnership's involvement would make it the primary beneficiary.
In evaluating whether the Partnership holds a variable interest, fees (including management fees and performance fees) that are customary and commensurate with the level of services provided, and where the Partnership does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Partnership considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest.
For those entities where the Partnership holds a variable interest, the Partnership determines whether each of these entities qualifies as a VIE and, if so, whether or not the Partnership is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties' equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, the Partnership consolidates those entities where it has concluded it is the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the Partnership is the primary beneficiary, the Partnership evaluates its economic interests in the entity held either directly or indirectly by the Partnership.
Changes to these judgments could result in a change in the consolidation conclusion for a legal entity.
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Partnership consolidates those entities it controls through a majority voting interest.
Performance Fees. Performance fees consist principally of the allocation of profits from certain of the funds to which the Partnership is entitled (commonly known as carried interest). The Partnership is generally entitled to a 20% allocation (which can vary by fund) of the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return and (iv) the Partnership has decided to collect carry rather than return additional capital to limited partner investors.
While carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each respective partnership agreement, the Partnership recognizes revenues attributable to performance fees based upon the amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date. Accordingly, the amount recognized as performance fees reflects the Partnership’s share of the gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material. If, at December 31, 2017, all of the investments held by the Partnership's funds were deemed worthless, a possibility that management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be $0.7 billion, on an after-tax basis where applicable.
See Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K for information related to performance fee allocations for various fund types, preferred return hurdle rates, the timing of performance fee revenue recognition, and the potential for performance fee revenue reversal.
Performance Fee Related Compensation. A portion of the performance fees earned is due to employees and advisors of the Partnership. These amounts are accounted for as compensation expense in conjunction with the recognition of the related
performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Accordingly, upon a reversal of performance fee revenue, the related compensation expense, if any, is also reversed.
Income Taxes. Certain of the wholly-owned subsidiaries of the Partnership and the Carlyle Holdings partnerships are subject to federal, state, local and foreign corporate income taxes at the entity level and the related tax provision attributable to the Partnership’s share of this income is reflected in the consolidated financial statements. Based on applicable federal, foreign, state and local tax laws, the Partnership records a provision for income taxes for certain entities. Tax positions taken by the Partnership are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities.
The Partnership accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Partnership’s gross deferred tax assets when it is more likely than not that such asset will not be realized. When evaluating the realizability of the Partnership’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
The Partnership has approximately $170 million of deferred tax assets as of December 31, 2017. Changes in judgment as it relates to the realizability of these assets, as well as potential changes in corporate tax rates would have the effect of significantly reducing the value of the deferred tax assets. On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction takes effect on January 1, 2018. As a result of the reduction of the federal corporate income tax rate, the Partnership revalued its deferred tax assets and liabilities as of December 31, 2017 using the newly enacted rate. The revaluation resulted in the recognition of additional provision for income taxes of approximately $113.0 million. In addition, the Partnership's tax receivable agreement liability was reduced by approximately $71.5 million due to the reduction in the federal corporate income tax rate.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is more likely than not to be sustained upon examination. The Partnership analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the consolidated financial statements. The Partnership recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Fair Value Measurement. U.S. GAAP establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I — inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. The Partnership does not adjust the quoted price for these instruments, even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
Level II — inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than
active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level III — inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In the absence of observable market prices, the Partnership values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management's determination of fair value is then based on the best information available in the circumstances and may incorporate management's own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described in Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K.
The valuation methodologies can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees. Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values significantly lower than the values at which investments have been reflected in prior fund net asset values would result in reduced earnings or losses for the applicable fund, the loss of potential carried interest and incentive fees and in the case of our hedge funds, management fees. Changes in values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations that we report from period to period. Also, a situation where asset values turn out to be materially different than values reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in raising additional funds. See “Risk Factors — Risks Related to Our Company — Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance and accrued performance fees.”
Equity-Method Investments. The Partnership accounts for all investments in which it has or is otherwise presumed to have significant influence, including investments in the unconsolidated funds and strategic investments, using the equity method of accounting. The carrying value of equity-method investments is determined based on amounts invested by the Partnership, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreement, less distributions received. The Partnership evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Equity-based Compensation. Compensation expense relating to the issuance of equity-based awards to Carlyle employees is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards that are not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Upon the end of the service period, compensation expense is adjusted to account for the actual forfeiture rate. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses. The grant-date fair value of equity-based awards granted to Carlyle’s non-employee directors is expensed on a straight-line basis over the vesting period. The cost of services received in exchange for an equity-based award issued to non-employees who are not directors is measured at each vesting date, and is not measured based on the grant-date fair value of the award unless the
award is vested at the grant date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period, adjusted for estimated forfeitures of awards that are not expected to vest, based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. Accordingly, the measured value of the award will not be finalized until the vesting date.
In determining the aggregate fair value of any award grants, we make judgments, among others, as to the grant-date fair value and, until January 1, 2017, estimated forfeiture rates. Each of these elements, particularly the forfeiture assumptions used in valuing our equity awards, are subject to significant judgment and variability and the impact of changes in such elements on equity-based compensation expense could be material. The Partnership adopted ASU 2016-9, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting on January 1, 2017. Upon adoption, the Partnership elected to recognize equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction is compensation expense is determined based on the specific awards forfeited during that period.
Intangible Assets and Goodwill. The Partnership’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their estimated useful lives, which range from five to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Partnership’s intangible assets include acquired contractual rights for fee income related to open-ended funds. Open-ended funds are subject to redemptions on a quarterly or more frequent basis and investors can generally decide to exit their fund investments at any time. The resulting inherent volatility in fee income derived from these contractual rights increases the degree of judgment and estimates used by management in evaluating such intangible assets for impairment. Actual results could differ from management’s estimates and assumptions and such differences could result in a material impairment.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.
Recent Accounting Pronouncements
We discuss the recent accounting pronouncements in Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.
Although our investment funds share many common themes, each of our alternative asset management asset classes runs its own investment and risk management processes, subject to our overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key investment decisions are subject to approval by both the fund-level managing directors, as well as the investment committee, which is generally comprised of one or more of the three founding partners, one “sector” head, one or more advisors and senior investment professionals associated with that particular fund. Once an investment in a portfolio company has been made, our fund teams closely monitor the performance of the portfolio company, generally through frequent contact with management and the receipt of financial and management reports.
Effect on Fund Management Fees
Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the market value of our investments in the related funds. In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the aggregate fair market value of a fund’s investments is below its cost. The proportion of our management fees that are based on NAV, primarily hedge funds, is dependent on the number and types of investment funds in existence and the current stage of
each fund’s life cycle. In 2016, we conducted a review of our Global Credit segment in order to realign and reorganize certain of the segment's operations. As a result, we have exited our hedge fund business (ESG in 2016 and Claren Road in January 2017) and, as a result of settlements reached during 2017 with investors in two commodities investment vehicles managed by Vermillion, we have completed the exit of the commodities investment advisory business and other hedge fund investment advisory businesses that we had acquired from 2010 to 2014. Therefore, for the year ended December 31, 2017, an immaterial amount of our fund management fees were based on the NAV of the applicable funds.
Effect on Performance Fees
Performance fees reflect revenue primarily from carried interest on our carry funds and incentive fees from our hedge funds. In our discussion of “Key Financial Measures” and “Critical Accounting Policies”, we disclose that performance fees are recognized upon appreciation of the valuation of our funds’ investments above certain return hurdles and are based upon the amount that would be due to Carlyle at each reporting date as if the funds were liquidated at their then-current fair values. Changes in the fair value of the funds’ investments may materially impact performance fees depending upon the respective funds’ performance to date as compared to its hurdle rate and the related carry waterfall.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 2017 on our performance fee revenue:
|
| | | | | | | |
| | 10% Increase in Total Remaining Fair Value | | 10% Decrease in Total Remaining Fair Value |
| | (Dollars in Millions) |
| Corporate Private Equity | $ | 734.7 |
| | $ | (602.8 | ) |
| Real Assets | 265.1 |
| | (387.4 | ) |
| Global Credit | 22.1 |
| | (17.4 | ) |
| Investment Solutions | 131.4 |
| | (91.3 | ) |
| Total | $ | 1,153.3 |
| | $ | (1,098.9 | ) |
The following table summarizes the incremental impact of a 10% change in Level III remaining fair value by segment as of December 31, 2017 on our performance fee revenue:
|
| | | | | | | |
| | 10% Increase in Level III Remaining Fair Value | | 10% Decrease in Level III Remaining Fair Value |
| | (Dollars in Millions) |
| Corporate Private Equity | $ | 723.0 |
| | $ | (591.4 | ) |
| Real Assets | 212.5 |
| | (351.5 | ) |
| Global Credit | 17.9 |
| | (17.0 | ) |
| Investment Solutions | 107.0 |
| | (88.4 | ) |
| Total | $ | 1,060.4 |
| | $ | (1,048.3 | ) |
The effect of the variability in performance fee revenue would be in part offset by performance fee related compensation. See also related disclosure in “Segment Analysis.”
Effect on Assets Under Management
Generally, our Fee-earning assets under management are not affected by changes in valuation. However, total assets under management is impacted by valuation changes to net asset value. The table below shows the remaining fair value and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP:
|
| | | | | | |
| | Remaining Fair Value | | Percentage Amount Classified as Level III Investments |
| | (Dollars in Millions) |
| Corporate Private Equity | $ | 42,637 |
| | 93 | % |
| Real Assets | $ | 26,376 |
| | 86 | % |
| Global Credit (1) | $ | 26,365 |
| | 98 | % |
| Investment Solutions | $ | 30,157 |
| | 97 | % |
| |
| (1) | Comprised of approximately $20.2 billion (100% Level III Investments) in our structured credit/other structured products funds, $3.9 billion (87% Level III Investments) in our carry funds, and $2.3 billion (95% Level III Investments) in our business development companies. |
Exchange Rate Risk
Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Non-U.S. dollar denominated assets and liabilities are translated at year-end rates of exchange, and the consolidated statements of operations accounts are translated at rates of exchange in effect throughout the year. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. We estimate that as of December 31, 2017, if the U.S. dollar strengthened 10% against all foreign currencies, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $84.2 million, (b) performance fees would decrease by $48.4 million and (c) investment income would increase by $6.7 million.
Interest Rate Risk
We have obligations under our term loan facility, CLO term loans, and promissory notes that accrue interest at variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows.
The term loan under our senior credit facility incurs interest at LIBOR plus an applicate rate. The CLO term loans incur interest at EURIBOR or LIBOR plus an applicable rate. The promissory notes incur interest at the three month LIBOR plus an applicable rate. We do not have any interest rate swaps in place for these borrowings.
Based on our debt obligations payable as of December 31, 2017, we estimate that interest expense relating to variable rates would increase by approximately $1.7 million on an annual basis in the event interest rates were to increase by one percentage point.
Credit Risk
Certain of our investment funds hold derivative instruments that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Unitholders of The Carlyle Group L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Carlyle Group L.P. (the “Partnership”) as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2018 expressed an unqualified opinion thereon.
Adoption of ASU No. 2015-02
As discussed in Note 2 to the consolidated financial statements, the Partnership changed its evaluation of whether to consolidate certain types of legal entities in 2016 due to the adoption of ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Partnership's auditor since 2002.
Tysons, VA
February 15, 2018
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Unitholders of The Carlyle Group L.P.
Opinion on Internal Control over Financial Reporting
We have audited The Carlyle Group L.P.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Carlyle Group L.P. (the “Partnership”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of The Carlyle Group L.P. as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, changes in partners’ capital and redeemable non-controlling interests in consolidated entities, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 15, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, VA
February 15, 2018
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Balance Sheets
(Dollars in millions)
|
| | | | | | | |
| | December 31, |
| | 2017 | | 2016 |
| Assets | | | |
| Cash and cash equivalents | $ | 1,000.1 |
| | $ | 670.9 |
|
| Cash and cash equivalents held at Consolidated Funds | 377.6 |
| | 761.5 |
|
| Restricted cash | 28.7 |
| | 13.1 |
|
| Corporate treasury investments | 376.3 |
| | 190.2 |
|
| Accrued performance fees | 3,670.6 |
| | 2,481.1 |
|
| Investments | 1,624.3 |
| | 1,107.0 |
|
| Investments of Consolidated Funds | 4,534.3 |
| | 3,893.7 |
|
| Due from affiliates and other receivables, net | 257.1 |
| | 227.2 |
|
| Due from affiliates and other receivables of Consolidated Funds, net | 50.8 |
| | 29.5 |
|
| Receivables and inventory of a real estate VIE | — |
| | 145.4 |
|
| Fixed assets, net | 100.4 |
| | 106.1 |
|
| Deposits and other | 54.1 |
| | 39.4 |
|
| Other assets of a real estate VIE | — |
| | 31.5 |
|
| Intangible assets, net | 35.9 |
| | 42.0 |
|
| Deferred tax assets | 170.4 |
| | 234.4 |
|
| Total assets | $ | 12,280.6 |
| | $ | 9,973.0 |
|
| Liabilities and partners’ capital | | | |
| Debt obligations | $ | 1,573.6 |
| | $ | 1,265.2 |
|
| Loans payable of Consolidated Funds | 4,303.8 |
| | 3,866.3 |
|
| Loans payable of a real estate VIE at fair value (principal amount of $144.4 million as of December 31, 2016) | — |
| | 79.4 |
|
| Accounts payable, accrued expenses and other liabilities | 355.1 |
| | 369.8 |
|
| Accrued compensation and benefits | 2,222.6 |
| | 1,661.8 |
|
| Due to affiliates | 229.9 |
| | 223.6 |
|
| Deferred revenue | 82.1 |
| | 54.0 |
|
| Deferred tax liabilities | 75.6 |
| | 76.6 |
|
| Other liabilities of Consolidated Funds | 422.1 |
| | 637.0 |
|
| Other liabilities of a real estate VIE | — |
| | 124.5 |
|
| Accrued giveback obligations | 66.8 |
| | 160.8 |
|
| Total liabilities | 9,331.6 |
| | 8,519.0 |
|
| Commitments and contingencies |
| |
|
| Series A preferred units (16,000,000 units issued and outstanding as of December 31, 2017) | 387.5 |
| | — |
|
| Partners’ capital (common units, 100,100,650 and 84,610,951 issued and outstanding as of December 31, 2017 and 2016, respectively) | 701.8 |
| | 403.1 |
|
| Accumulated other comprehensive loss | (72.7 | ) | | (95.2 | ) |
| Non-controlling interests in consolidated entities | 404.7 |
| | 277.8 |
|
| Non-controlling interests in Carlyle Holdings | 1,527.7 |
| | 868.3 |
|
| Total partners’ capital | 2,949.0 |
| | 1,454.0 |
|
| Total liabilities and partners’ capital | $ | 12,280.6 |
| | $ | 9,973.0 |
|
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Operations
(Dollars in millions, except unit and per unit data)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Revenues | | | | | |
| Fund management fees | $ | 1,026.9 |
| | $ | 1,076.1 |
| | $ | 1,085.2 |
|
| Performance fees | | | | | |
| Realized | 1,097.3 |
| | 1,129.5 |
| | 1,441.9 |
|
| Unrealized | 996.6 |
| | (377.7 | ) | | (617.0 | ) |
| Total performance fees | 2,093.9 |
| | 751.8 |
| | 824.9 |
|
| Investment income (loss) | | | | | |
| Realized | 70.4 |
| | 112.9 |
| | 32.9 |
|
| Unrealized | 161.6 |
| | 47.6 |
| | (17.7 | ) |
| Total investment income (loss) | 232.0 |
| | 160.5 |
| | 15.2 |
|
| Interest and other income | 36.7 |
| | 23.9 |
| | 18.6 |
|
| Interest and other income of Consolidated Funds | 177.7 |
| | 166.9 |
| | 975.5 |
|
| Revenue of a real estate VIE | 109.0 |
| | 95.1 |
| | 86.8 |
|
| Total revenues | 3,676.2 |
| | 2,274.3 |
| | 3,006.2 |
|
| Expenses | | | | | |
| Compensation and benefits | | | | | |
| Base compensation | 652.7 |
| | 647.1 |
| | 632.2 |
|
| Equity-based compensation | 320.3 |
| | 334.6 |
| | 378.0 |
|
| Performance fee related | | | | | |
| Realized | 520.7 |
| | 580.5 |
| | 650.5 |
|
| Unrealized | 467.6 |
| | (227.4 | ) | | (139.6 | ) |
| Total compensation and benefits | 1,961.3 |
| | 1,334.8 |
| | 1,521.1 |
|
| General, administrative and other expenses | 276.8 |
| | 521.1 |
| | 712.8 |
|
| Interest | 65.5 |
| | 61.3 |
| | 58.0 |
|
| Interest and other expenses of Consolidated Funds | 197.6 |
| | 128.5 |
| | 1,039.3 |
|
| Interest and other expenses of a real estate VIE and loss on deconsolidation | 202.5 |
| | 207.6 |
| | 144.6 |
|
| Other non-operating income | (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Total expenses | 2,632.3 |
| | 2,242.1 |
| | 3,468.4 |
|
| Other income | | | | | |
| Net investment gains of Consolidated Funds | 88.4 |
| | 13.1 |
| | 864.4 |
|
| Income before provision for income taxes | 1,132.3 |
| | 45.3 |
| | 402.2 |
|
| Provision for income taxes | 124.9 |
| | 30.0 |
| | 2.1 |
|
| Net income | 1,007.4 |
| | 15.3 |
| | 400.1 |
|
| Net income attributable to non-controlling interests in consolidated entities | 72.5 |
| | 41.0 |
| | 537.9 |
|
| Net income (loss) attributable to Carlyle Holdings | 934.9 |
| | (25.7 | ) | | (137.8 | ) |
| Net income (loss) attributable to non-controlling interests in Carlyle Holdings | 690.8 |
| | (32.1 | ) | | (119.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. | 244.1 |
| | 6.4 |
| | (18.4 | ) |
| Net income attributable to Series A Preferred Unitholders | 6.0 |
| | — |
| | — |
|
| Net income (loss) attributable to The Carlyle Group L.P. Common Unitholders | $ | 238.1 |
| | $ | 6.4 |
| | $ | (18.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. per common unit (see Note 13) | | | | | |
| Basic | $ | 2.58 |
| | $ | 0.08 |
| | $ | (0.24 | ) |
| Diluted | $ | 2.38 |
| | $ | (0.08 | ) | | $ | (0.30 | ) |
| Weighted-average common units | | | | | |
| Basic | 92,136,959 |
| | 82,714,178 |
| | 74,523,935 |
|
| Diluted | 100,082,548 |
| | 308,522,990 |
| | 298,739,382 |
|
| Distributions declared per common unit | $ | 1.24 |
| | $ | 1.68 |
| | $ | 3.39 |
|
Substantially all revenue is earned from affiliates of the Partnership. See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Comprehensive Income
(Dollars in millions)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Net income | $ | 1,007.4 |
| | $ | 15.3 |
| | $ | 400.1 |
|
| Other comprehensive income (loss) | | | | | |
| Foreign currency translation adjustments | 95.8 |
| | (54.6 | ) | | (801.0 | ) |
| Cash flow hedges | | | | | |
| Reclassification adjustment for loss included in interest expense | — |
| | 1.9 |
| | 2.3 |
|
| Defined benefit plans | | | | | |
| Unrealized gain (loss) for the period | (0.8 | ) | | (6.8 | ) | | 4.1 |
|
| Reclassification adjustment for unrecognized loss during the period, net, included in base compensation expense | 1.2 |
| | — |
| | 0.3 |
|
| Other comprehensive gain (loss) | 96.2 |
| | (59.5 | ) | | (794.3 | ) |
| Comprehensive income (loss) | 1,103.6 |
| | (44.2 | ) | | (394.2 | ) |
| Comprehensive loss attributable to partners’ capital appropriated for Consolidated Funds | — |
| | — |
| | 63.7 |
|
| Comprehensive (income) loss attributable to non-controlling interests in consolidated entities | (108.1 | ) | | 10.7 |
| | (143.8 | ) |
| Comprehensive (income) loss attributable to redeemable non-controlling interests in consolidated entities | — |
| | (0.2 | ) | | 185.4 |
|
| Comprehensive income (loss) attributable to Carlyle Holdings | 995.5 |
| | (33.7 | ) | | (288.9 | ) |
| Comprehensive (income) loss attributable to non-controlling interests in Carlyle Holdings | (734.3 | ) | | 39.5 |
| | 239.1 |
|
| Comprehensive income (loss) attributable to The Carlyle Group L.P. | $ | 261.2 |
| | $ | 5.8 |
| | $ | (49.8 | ) |
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Consolidated Statements of Changes in Partners’ Capital and Redeemable Non-controlling Interests in Consolidated Entities
(Dollars and units in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Units | | Preferred Equity | | Partners’ Capital | | Accumulated Other Comprehensive Income (Loss) | | Partners’ Capital Appropriated for Consolidated Funds | | Non-controlling Interests in Consolidated Entities | | Non- controlling Interests in Carlyle Holdings | | Total Partners’ Capital | | Redeemable Non-controlling Interests in Consolidated Entities |
| Balance at December 31, 2014 | 67.8 |
| | — |
| | $ | 566.0 |
| | $ | (39.0 | ) | | $ | 184.5 |
| | $ | 6,446.4 |
| | $ | 1,936.6 |
| | $ | 9,094.5 |
| | $ | 3,761.5 |
|
| Reallocation of ownership interests in Carlyle Holdings | 0.1 |
| | — |
| | 34.5 |
| | (12.6 | ) | | — |
| | — |
| | (21.9 | ) | | — |
| | — |
|
| Exchange of units in public offering, net of issuance costs | 7.0 |
| | — |
| | 52.5 |
| | (7.1 | ) | | — |
| | — |
| | (45.4 | ) | | — |
| | — |
|
| Issuance of common units related to acquisitions | 0.1 |
| | — |
| | 0.5 |
| | — |
| | — |
| | — |
| | 1.8 |
| | 2.3 |
| | — |
|
| Deferred tax effects resulting from acquisition of interests in Carlyle Holdings | — |
| | — |
| | 5.5 |
| | — |
| | — |
| | — |
| | — |
| | 5.5 |
| | — |
|
| Equity-based compensation | — |
| | — |
| | 92.8 |
| | — |
| | — |
| | — |
| | 283.2 |
| | 376.0 |
| | — |
|
| Net delivery of vested common units | 5.4 |
| | — |
| | 3.5 |
| | — |
| | — |
| | — |
| | 0.5 |
| | 4.0 |
| | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 1,090.5 |
| | — |
| | 1,090.5 |
| | 1,286.1 |
|
| Distributions | — |
| | — |
| | (251.0 | ) | | — |
| | — |
| | (3,230.8 | ) | | (848.5 | ) | | (4,330.3 | ) | | (2,036.2 | ) |
| Initial consolidation of a Consolidated Fund | — |
| | — |
| | — |
| | — |
| | — |
| | 43.9 |
| | — |
| | 43.9 |
| | 19.9 |
|
| Net income (loss) | — |
| | — |
| | (18.4 | ) | | — |
| | (54.4 | ) | | 777.7 |
| | (119.4 | ) | | 585.5 |
| | (185.4 | ) |
| Currency translation adjustments | — |
| | — |
| | — |
| | (32.9 | ) | | (9.3 | ) | | (633.9 | ) | | (124.9 | ) | | (801.0 | ) | | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | 1.0 |
| | — |
| | — |
| | 3.4 |
| | 4.4 |
| | — |
|
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.8 |
| | 2.3 |
| | — |
|
| Balance at December 31, 2015 | 80.4 |
| | — |
| | 485.9 |
| | (90.1 | ) | | 120.8 |
| | 4,493.8 |
| | 1,067.2 |
| | 6,077.6 |
| | 2,845.9 |
|
| Reallocation of ownership interests in Carlyle Holdings | 0.9 |
| | — |
| | 18.1 |
| | (4.5 | ) | | — |
| | — |
| | (13.6 | ) | | — |
| | — |
|
| Units repurchased | (3.6 | ) | | — |
| | (57.4 | ) | | — |
| | — |
| | — |
| | (1.5 | ) | �� | (58.9 | ) | | — |
|
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
| — |
| | — |
| | 0.4 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 0.4 |
|
| — |
|
| Equity-based compensation | — |
| | — |
| | 97.4 |
| | — |
| | — |
| | — |
| | 278.8 |
| | 376.2 |
| | — |
|
| Net delivery of vested common units | 6.9 |
| | — |
| | (6.2 | ) | | — |
| | — |
| | — |
| | (0.5 | ) | | (6.7 | ) | | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 119.3 |
| | — |
| | 119.3 |
| | — |
|
| Distributions | — |
| | — |
| | (140.9 | ) | | — |
| | — |
| | (107.9 | ) | | (422.6 | ) | | (671.4 | ) | | (1.5 | ) |
| Deconsolidation of ESG | — |
| | — |
| | (0.6 | ) |
| — |
|
| — |
|
| (5.6 | ) |
| — |
|
| (6.2 | ) |
| (6.3 | ) |
| Deconsolidation of Consolidated Funds upon adoption of ASU 2015-02 and the impact of adoption of ASU 2014-13 (see Note 2) | — |
| | — |
| | — |
| | — |
| | (120.8 | ) |
| (4,211.1 | ) |
| — |
| | (4,331.9 | ) | | (2,838.3 | ) |
| Net income (loss) | — |
| | — |
| | 6.4 |
| | — |
| | — |
| | 40.8 |
| | (32.1 | ) | | 15.1 |
| | 0.2 |
|
| Currency translation adjustments | — |
| | — |
| | — |
| | 0.7 |
| | — |
| | (51.5 | ) | | (3.8 | ) | | (54.6 | ) | | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | (1.8 | ) | | — |
| | — |
| | (5.0 | ) | | (6.8 | ) | | — |
|
| Change in fair value of cash flow hedge instruments | — |
| | — |
| | — |
| | 0.5 |
| | — |
| | — |
| | 1.4 |
| | 1.9 |
| | — |
|
| Balance at December 31, 2016 | 84.6 |
| | — |
| | 403.1 |
| | (95.2 | ) | | $ | — |
| | 277.8 |
| | 868.3 |
| | 1,454.0 |
| | — |
|
| Reallocation of ownership interests in Carlyle Holdings | — |
| | — |
| | 33.1 |
| | (8.3 | ) | | — |
| | — |
| | (24.8 | ) | | — |
| | — |
|
| Exchange of Carlyle Holdings units for common units | 6.6 |
| | — |
| | 41.0 |
| | (6.5 | ) | | — |
| | — |
| | (34.5 | ) | | — |
| | — |
|
| Units repurchased | — |
| | — |
| | (0.2 | ) | | — |
| | — |
| | — |
| | — |
| | (0.2 | ) | | — |
|
| Equity issued in connection with preferred units | — |
| | 387.5 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 387.5 |
| | — |
|
Deferred tax effects resulting from acquisition of interests in Carlyle Holdings
| — |
| | — |
| | 8.0 |
| | — |
| | — |
| | — |
| | — |
| | 8.0 |
| | — |
|
| Equity-based compensation | — |
| | — |
| | 104.3 |
| | — |
| | — |
| | — |
| | 254.3 |
| | 358.6 |
| | — |
|
| Net delivery of vested common units | 8.9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Contributions | — |
| | — |
| | — |
| | — |
| | — |
| | 119.2 |
| | — |
| | 119.2 |
| | — |
|
| Distributions | — |
| | (6.0 | ) | | (118.1 | ) | | — |
| | — |
| | (118.0 | ) | | (295.6 | ) | | (537.7 | ) | | — |
|
| Net income | — |
| | 6.0 |
| | 238.1 |
| | — |
| | — |
| | 72.5 |
| | 690.8 |
| | 1,007.4 |
| | — |
|
| Deconsolidation of a consolidated entity | — |
| | — |
| | (4.3 | ) | | 20.2 |
| | — |
| | 17.6 |
| | 38.7 |
| | 72.2 |
| | — |
|
| Cumulative effect adjustment upon adoption of ASU 2016-09 | — |
| | — |
| | (3.2 | ) | | — |
| | — |
| | — |
| | (13.0 | ) | | (16.2 | ) | | — |
|
| Currency translation adjustments | — |
| | — |
| | — |
| | 17.0 |
| | — |
| | 35.6 |
| | 43.2 |
| | 95.8 |
| | — |
|
| Defined benefit plans, net | — |
| | — |
| | — |
| | 0.1 |
| | — |
| | — |
| | 0.3 |
| | 0.4 |
| | — |
|
| Balance at December 31, 2017 | 100.1 |
| | $ | 387.5 |
| | $ | 701.8 |
| | $ | (72.7 | ) | | $ | — |
| | $ | 404.7 |
| | $ | 1,527.7 |
| | $ | 2,949.0 |
| | $ | — |
|
See accompanying notes.
The Carlyle Group L.P.
Consolidated Statements of Cash Flows
(Dollars in millions)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Cash flows from operating activities | | | | | |
| Net income | $ | 1,007.4 |
| | $ | 15.3 |
| | $ | 400.1 |
|
| Adjustments to reconcile net income to net cash flows from operating activities: | | | | | |
| Depreciation, amortization, and impairment | 41.3 |
| | 72.0 |
| | 322.8 |
|
| Equity-based compensation | 320.3 |
| | 334.6 |
| | 378.0 |
|
| Excess tax benefits related to equity-based compensation | — |
| | — |
| | (4.0 | ) |
| Non-cash performance fees | (626.8 | ) | | 199.6 |
| | 455.1 |
|
| Other non-cash amounts | (74.6 | ) | | (41.7 | ) | | 12.7 |
|
| Consolidated Funds related: | | | | | |
| Realized/unrealized gain on investments of Consolidated Funds | (27.0 | ) | | (51.7 | ) | | (458.7 | ) |
| Realized/unrealized (gain) loss from loans payable of Consolidated Funds | (61.4 | ) | | 40.5 |
| | (436.5 | ) |
| Purchases of investments by Consolidated Funds | (2,875.0 | ) | | (2,739.4 | ) | | (10,472.1 | ) |
| Proceeds from sale and settlements of investments by Consolidated Funds | 2,649.3 |
| | 1,282.9 |
| | 11,653.6 |
|
| Non-cash interest (income) loss, net | (5.3 | ) | | (5.5 | ) | | 3.3 |
|
| Change in cash and cash equivalents held at Consolidated Funds | 383.9 |
| | 513.7 |
| | 1,281.8 |
|
| Change in other receivables held at Consolidated Funds | (16.7 | ) | | 1.1 |
| | 534.6 |
|
| Change in other liabilities held at Consolidated Funds | (266.1 | ) | | 268.9 |
| | 48.0 |
|
| Other non-cash amounts of Consolidated Funds | — |
| | (17.5 | ) | | — |
|
| Investment income | (227.1 | ) | | (154.6 | ) | | (0.5 | ) |
| Purchases of investments | (888.5 | ) | | (368.2 | ) | | (91.9 | ) |
| Proceeds from the sale of investments | 467.5 |
| | 299.5 |
| | 313.0 |
|
| Payments of contingent consideration | (22.6 | ) | | (82.6 | ) | | (17.8 | ) |
| Deconsolidation of Claren Road (see Note 9) | (23.3 | ) | | — |
| | — |
|
| Deconsolidation of Urbplan (see Note 15) | 14.0 |
| | — |
| | — |
|
| Deconsolidation of ESG | — |
| | (34.5 | ) | | — |
|
| Changes in deferred taxes, net | 93.4 |
| | (4.4 | ) | | (31.4 | ) |
| Change in due from affiliates and other receivables | 0.3 |
| | (10.9 | ) | | (1.4 | ) |
| Change in receivables and inventory of a real estate VIE | (14.5 | ) | | 29.0 |
| | (57.5 | ) |
| Change in deposits and other | (2.0 | ) | | 5.1 |
| | (10.8 | ) |
| Change in other assets of a real estate VIE | 1.6 |
| | 41.2 |
| | (17.4 | ) |
| Change in accounts payable, accrued expenses and other liabilities | 50.5 |
| | 66.6 |
| | 62.5 |
|
| Change in accrued compensation and benefits | (13.7 | ) | | 6.5 |
| | (35.3 | ) |
| Change in due to affiliates | 35.7 |
| | (19.3 | ) | | 21.0 |
|
| Change in other liabilities of a real estate VIE | 47.9 |
| | 34.3 |
| | 101.6 |
|
| Change in deferred revenue | 24.4 |
| | 18.9 |
| | (50.0 | ) |
| Net cash provided by (used in) operating activities | (7.1 | ) | | (300.6 | ) | | 3,902.8 |
|
| Cash flows from investing activities | | | | | |
| Change in restricted cash | (15.5 | ) | | 5.3 |
| | 40.8 |
|
| Purchases of fixed assets, net | (34.0 | ) | | (25.4 | ) | | (62.3 | ) |
| Net cash used in investing activities | (49.5 | ) | | (20.1 | ) | | (21.5 | ) |
| Cash flows from financing activities | | | | | |
| Borrowings under credit facility | 250.0 |
| | — |
| | — |
|
| Repayments under credit facility | (250.0 | ) | | — |
| | — |
|
| Proceeds from debt obligations | 265.6 |
| | 20.6 |
| | — |
|
| Payments on debt obligations | (21.7 | ) | | (9.0 | ) | | — |
|
| Net payments on loans payable of a real estate VIE | (14.3 | ) | | (34.5 | ) | | (65.3 | ) |
| Net borrowings on loans payable of Consolidated Funds | 147.2 |
| | 594.2 |
| | 734.3 |
|
| Payments of contingent consideration | (0.6 | ) | | (3.3 | ) | | (8.1 | ) |
| Distributions to common unitholders | (118.1 | ) | | (140.9 | ) | | (251.0 | ) |
| Distributions to preferred unitholders | (6.0 | ) | | — |
| | — |
|
| Distributions to non-controlling interest holders in Carlyle Holdings | (295.6 | ) | | (422.6 | ) | | (848.5 | ) |
| Net proceeds from issuance of common units, net of offering costs | — |
| | — |
| | 209.9 |
|
| Proceeds from issuance of preferred units, net of offering costs and expenses | 387.5 |
| | — |
| | — |
|
| Excess tax benefits related to equity-based compensation | — |
| | — |
| | 4.0 |
|
| Contributions from non-controlling interest holders | 119.2 |
| | 113.0 |
| | 2,376.6 |
|
| Distributions to non-controlling interest holders | (118.0 | ) | | (109.4 | ) | | (5,267.0 | ) |
| Acquisition of non-controlling interests in Carlyle Holdings | — |
| | — |
| | (209.9 | ) |
| Common units repurchased | (0.2 | ) | | (58.9 | ) | | — |
|
| Change in due to/from affiliates financing activities | (26.4 | ) | | 66.1 |
| | (62.7 | ) |
| Change in due to/from affiliates and other receivables of Consolidated Funds | — |
| | — |
| | (623.5 | ) |
| Net cash provided by (used in) financing activities | 318.6 |
| | 15.3 |
| | (4,011.2 | ) |
| Effect of foreign exchange rate changes | 67.2 |
| | (15.2 | ) | | (120.6 | ) |
| Increase (Decrease) in cash and cash equivalents | 329.2 |
| | (320.6 | ) | | (250.5 | ) |
| Cash and cash equivalents, beginning of period | 670.9 |
| | 991.5 |
| | 1,242.0 |
|
| Cash and cash equivalents, end of period | $ | 1,000.1 |
| | $ | 670.9 |
| | $ | 991.5 |
|
| Supplemental cash disclosures | | | | | |
| Cash paid for interest | $ | 59.5 |
| | $ | 59.0 |
| | $ | 56.0 |
|
| Cash paid for income taxes | $ | 24.8 |
| | $ | 35.1 |
| | $ | 41.6 |
|
| Supplemental non-cash disclosures | | | | | |
| Increase in partners’ capital related to reallocation of ownership interest in Carlyle Holdings | $ | 24.8 |
| | $ | 13.6 |
| | $ | 21.9 |
|
| Initial consolidation of Consolidated Funds | $ | — |
| | $ | — |
| | $ | 63.8 |
|
| Net asset impact of deconsolidation of Consolidated Funds | $ | — |
| | $ | (7,170.2 | ) | | $ | — |
|
| Non-cash contributions from non-controlling interest holders | $ | — |
| | $ | 6.3 |
| | $ | — |
|
| Tax effect from acquisition of Carlyle Holdings partnership units: | | | | | |
| Deferred tax asset | $ | 38.7 |
| | $ | 3.0 |
| | $ | 59.6 |
|
| Deferred tax liability | $ | — |
| | $ | — |
| | $ | 2.6 |
|
| Tax receivable agreement liability | $ | 30.7 |
| | $ | 2.6 |
| | $ | 51.5 |
|
| Total partners’ capital | $ | 8.0 |
| | $ | 0.4 |
| | $ | 5.5 |
|
See accompanying notes.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
1. Organization and Basis of Presentation
The Carlyle Group L.P., together with its consolidated subsidiaries is one of the world’s largest global alternative asset management firms that originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt and other investment opportunities. The Carlyle Group L.P. is a Delaware limited partnership formed on July 18, 2011, which is managed and operated by its general partner, Carlyle Group Management L.L.C., which is in turn wholly-owned and controlled by Carlyle’s founders and other senior Carlyle professionals. Except as otherwise indicated by the context, references to the “Partnership” or “Carlyle” refer to The Carlyle Group L.P., together with its consolidated subsidiaries.
Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, private credit funds, collateralized loan obligations (“CLOs”), and other investment products sponsored by the Partnership for the investment of client assets in the normal course of business. Carlyle typically serves as the general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of these products. Carlyle operates its business through four reportable segments: Corporate Private Equity, Real Assets, Global Credit (formerly known as Global Market Strategies) and Investment Solutions (see Note 16).
Basis of Presentation
The accompanying financial statements include the accounts of the Partnership and its consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities, certain CLOs managed by the Partnership (collectively the “Consolidated Funds”) and a real estate development company have been consolidated in the accompanying financial statements pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as described in Note 2. The accounts of the real estate development company were deconsolidated during 2017 (see Note 15). The consolidation of the Consolidated Funds generally has a gross-up effect on assets, liabilities and cash flows, and generally has no effect on the net income attributable to the Partnership. The economic ownership interests of the other investors in the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the accompanying consolidated financial statements (see Note 2).
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Partnership consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”). On January 1, 2016, the Partnership adopted ASU 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides a revised consolidation model for all reporting entities to use in evaluating whether to consolidate certain types of legal entities. As a result, the Partnership deconsolidated the majority of the Partnership's Consolidated Funds on January 1, 2016. Upon adoption, the Partnership deconsolidated approximately $23.2 billion in assets and approximately $16.1 billion in liabilities, and, using the modified retrospective method, recorded a $4.3 billion cumulative effect adjustment to partners' capital and $2.8 billion to redeemable non-controlling interests in consolidated entities. The adoption of the new consolidation guidance had no impact on net income (loss) attributable to Carlyle Holdings or to net income (loss) attributable to the Partnership. Prior period results were not restated upon adoption.
The Partnership evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Partnership's involvement would make it the primary beneficiary. In evaluating whether the Partnership holds a variable interest, fees (including management fees and performance fees) that are customary and commensurate with the level of services provided, and where the Partnership does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Partnership considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest. For the funds the Partnership deconsolidated on January 1, 2016, the Partnership's fee arrangements were not considered to be variable interests.
For those entities where the Partnership holds a variable interest, the Partnership determines whether each of these entities qualifies as a VIE and, if so, whether or not the Partnership is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties' equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, the Partnership consolidates those entities where it has concluded it is the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the Partnership is the primary beneficiary, the Partnership evaluates its economic interests in the entity held either directly or indirectly by the Partnership.
As of December 31, 2017, assets and liabilities of the consolidated VIEs reflected in the consolidated balance sheets were $5.0 billion and $4.8 billion, respectively. Except to the extent of the consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Partnership.
Substantially all of our Consolidated Funds are CLOs, which are VIEs that issue loans payable that are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral for the CLOs, the Partnership earns investment management fees, including in some cases subordinated management fees and contingent incentive fees. In cases where the Partnership consolidates the CLOs (primarily because of a retained interest that is significant to the CLO), those management fees have been eliminated as intercompany transactions. As of December 31, 2017, the Partnership held $220.6 million of investments in these CLOs which represents its maximum risk of loss. The Partnership’s investments in these CLOs are generally subordinated to other interests in the entities and entitle the Partnership to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs have no recourse against the Partnership for any losses sustained in the CLO structure.
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Partnership consolidates those entities it controls through a majority voting interest.
All significant inter-entity transactions and balances of entities consolidated have been eliminated.
Investments in Unconsolidated Variable Interest Entities
The Partnership holds variable interests in certain VIEs that are not consolidated because the Partnership is not the primary beneficiary, including its investments in certain CLOs and strategic investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 5 for information on the strategic investment in NGP. The Partnership’s involvement with such entities is in the form of direct equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by the Partnership relating to its variable interests in these unconsolidated entities. The assets recognized in the Partnership’s consolidated balance sheets related to the Partnership’s variable interests in these non-consolidated VIEs and the Partnership’s maximum exposure to loss relating to unconsolidated VIEs were as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Investments | $ | 975.3 |
| | $ | 664.2 |
|
| Due from affiliates, net | 0.1 |
| | 1.8 |
|
| Maximum Exposure to Loss | $ | 975.4 |
| | $ | 666.0 |
|
Additionally, as of December 31, 2017, the Partnership had $62.0 million and $11.7 million recognized in the consolidated balance sheet related to performance fee and management fee arrangements, respectively, related to the unconsolidated VIEs.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Basis of Accounting
The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that the Partnership’s Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations. Additionally, the Funds do not consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the preparation of these consolidated financial statements, the Partnership has retained the specialized accounting for the Funds.
All of the investments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the Partnership’s consolidated balance sheets. Interest and other income of the Consolidated Funds as well as interest expense and other expenses of the Consolidated Funds are included in the Partnership’s consolidated statements of operations. Prior to January 1, 2016, the excess of the CLO assets over the CLO liabilities upon consolidation was reflected in the Partnership’s consolidated balance sheets as partners’ capital appropriated for Consolidated Funds. Net income attributable to the investors in the CLOs was included in net income (loss) attributable to non-controlling interests in consolidated entities in the consolidated statements of operations and partners’ capital appropriated for Consolidated Funds in the consolidated balance sheets.
On January 1, 2016, the Partnership adopted ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. ASU 2014-13 relates to reporting entities that elect to measure all eligible financial assets and financial liabilities of a consolidated collateralized financing entity at fair value. The Partnership's consolidated CLOs are consolidated collateralized financing entities for which the Partnership has measured financial assets and financial liabilities at fair value. ASU 2014-13 provides the option for a reporting entity to initially measure both the financial assets and financial liabilities using the fair value of either the financial assets or financial liabilities, whichever is more observable. In adopting this guidance on January 1, 2016, the Partnership applied the modified retrospective method by recording a cumulative effect adjustment to appropriated partners' capital of $2.0 million as of January 1, 2016. As a result of applying this adoption method, prior periods have not been impacted. The adoption of this guidance did not have an impact on net income attributable to Carlyle Holdings or to net income attributable to the Partnership.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Partnership’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on performance fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements and the resulting impact on performance fees. Actual results could differ from these estimates and such differences could be material.
Revenue Recognition
Fund Management Fees
The Partnership provides management services to funds in which it holds a general partner interest or has a management agreement.
For closed-end carry funds in the Corporate Private Equity, Real Assets and Global Credit segments, management fees generally range from 1.0% to 2.0% of commitments during the fund's investment period based on limited partners' capital commitments to the funds. Following the expiration or termination of the investment period, management fees generally are based on the lower of cost or fair value of invested capital and the rate charged may also be reduced to between 0.6% and 2.0%. For certain separately managed accounts and longer-dated carry funds, with expected terms greater than ten years, management fees generally range from 0.2% to 1.0% based on contributions for unrealized investments or the current value of the investment. The Partnership will receive management fees during a specified period of time, which is generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended for successive one year periods, typically up to a maximum of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements, these fees are generally
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
called semi-annually in advance and are recognized as earned over the subsequent six month period. For certain longer-dated carry funds, management fees are called quarterly over the life of the funds.
Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.3% to 0.6% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are due quarterly or semi-annually based on the terms and recognized over the respective period. Management fees for the CLOs and other structured products are governed by indentures and collateral management agreements. The Partnership will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally five to ten years after issuance. Management fees for the business development companies are due quarterly in arrears at annual rates that range from 0.25% to 1.5% of gross assets, excluding cash and cash equivalents.
Management fees for the Partnership's private equity and real estate carry fund vehicles in the Investment Solutions segment generally range from 0.25% to 1.0% on the vehicle’s capital commitments during the commitment fee period of the relevant fund or the weighted-average investment period of the underlying funds. Following the expiration of the commitment fee period or weighted-average investment period of such funds, the management fees generally range from 0.25% to 1.0% on (i) the lower of cost or fair value of the capital invested, (ii) the net asset value for unrealized investments, or (iii) the contributions for unrealized investments; however, certain separately managed accounts earn management fees at all times on contributions for unrealized investments or on the initial commitment amount. Management fees for the Investment Solutions carry fund vehicles are generally due quarterly and recognized over the related quarter.
The Partnership also provides transaction advisory and portfolio advisory services to the portfolio companies, and where covered by separate contractual agreements, recognizes fees for these services when the service has been provided and collection is reasonably assured. Fund management fees includes transaction and portfolio advisory fees of $43.6 million, $47.8 million and $25.2 million for the years ended December 31, 2017, 2016 and 2015, respectively, net of any offsets as defined in the respective partnership agreements. Fund management fees exclude the reimbursement of any partnership expenses paid by the Partnership on behalf of the Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of investments, and other fund administrative expenses.
Performance Fees
Performance fees consist principally of the performance-based capital allocation from fund limited partners to the Partnership (commonly known as "carried interest").
For closed-end carry funds in the Corporate Private Equity, Real Assets and Global Credit segments, the Partnership is generally entitled to a 20% allocation (or 10% to 20% on certain longer-dated carry funds, certain credit funds, and external co-investment vehicles, or approximately 2% to 10% for most of the recent Investment Solutions carry fund vehicles) of the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally 7% to 9% (or 4% to 7% for certain longer-dated carry funds) and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each respective partnership agreement. The Partnership recognizes revenues attributable to performance fees based upon the amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date. Accordingly, the amount recognized as performance fees reflects the Partnership’s share of the gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return and (iv) the Partnership has decided to collect carry rather than return additional capital to limited partner investors. Realized carried interest may be required to be returned by the Partnership in future periods if the funds’ investment values decline below certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance fees are reversed. In all cases, each fund is considered separately in this regard, and for a given fund, performance fees can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments at their then current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established for the potential giveback obligation. As of December 31, 2017 and 2016, the Partnership has recognized $66.8 million and $160.8 million, respectively, for giveback obligations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The Partnership is also entitled to receive performance fees pursuant to management contracts from certain of its Global Credit funds when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, performance fees are recognized when the performance benchmark has been achieved, and are included in performance fees in the accompanying consolidated statements of operations.
Investment Income (Loss)
Investment income (loss) represents the unrealized and realized gains and losses resulting from the Partnership’s equity method investments and other principal investments, including CLOs. Equity method investment income (loss) includes the related amortization of the basis difference between the Partnership’s carrying value of its investment and the Partnership’s share of underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by the Partnership to employees of its equity method investee, as it relates to its investment in NGP (see Note 5). Investment income (loss) is realized when the Partnership redeems all or a portion of its investment or when the Partnership receives or is due cash income, such as dividends or distributions. Unrealized investment income (loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.
Interest Income
Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest income in future periods. Interest income earned by the Partnership is included in interest and other income in the accompanying consolidated statements of operations. Interest income of the Consolidated Funds was $167.3 million, $140.4 million and $873.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in interest and other income of Consolidated Funds in the accompanying consolidated statements of operations.
Compensation and Benefits
Base Compensation – Base compensation includes salaries, bonuses (discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle employees. Bonuses are accrued over the service period to which they relate.
Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards to Carlyle employees is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses, except to the extent they are recognized as part of our equity method earnings because they are issued to employees of our equity method investees. The grant-date fair value of equity-based awards granted to Carlyle’s non-employee directors is expensed on a straight-line basis over the vesting period. The cost of services received in exchange for an equity-based award issued to non-employees who are not directors is measured at each vesting date, and is not measured based on the grant-date fair value of the award unless the award is vested at the grant date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. Accordingly, the measured value of the award will not be finalized until the vesting date.
On January 1, 2017, the Partnership adopted ASU 2016-9, Compensation - Stock Compensation (Topic 718). In accordance with ASU 2016-9, the Partnership elected to recognize equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Partnership is required to recognize prospectively all excess tax benefits and deficiencies as income tax benefit or expense in the statement of operations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Performance Fee Related Compensation – A portion of the performance fees earned is due to employees and advisors of the Partnership. These amounts are accounted for as compensation expense in conjunction with the recognition of the related performance fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Accordingly, upon a reversal of performance fee revenue, the related compensation expense, if any, is also reversed. As of December 31, 2017 and 2016, the Partnership had recorded a liability of $1.9 billion and $1.3 billion, respectively, related to the portion of accrued performance fees due to employees and advisors, which was included in accrued compensation and benefits in the accompanying consolidated financial statements.
Income Taxes
Certain of the wholly-owned subsidiaries of the Partnership and the Carlyle Holdings partnerships are subject to federal, state, local and foreign corporate income taxes at the entity level and the related tax provision attributable to the Partnership’s share of this income is reflected in the consolidated financial statements. Based on applicable federal, foreign, state and local tax laws, the Partnership records a provision for income taxes for certain entities. Tax positions taken by the Partnership are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities.
The Partnership accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change in the provision for income taxes. For instance, in December 2017, new corporate federal income tax rates were enacted, which impacted the Partnership's deferred tax assets and liabilities. See Note 11 for more information on the newly enacted corporate federal income tax rates. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Partnership’s gross deferred tax assets when it is more likely than not that such asset will not be realized. When evaluating the realizability of the Partnership’s deferred tax assets, all evidence, both positive and negative is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is more likely than not to be sustained upon examination. The Partnership analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the consolidated financial statements. The Partnership recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Tax Receivable Agreement
Exchanges of Carlyle Holdings partnership units for the Partnership’s common units that are executed by the limited partners of the Carlyle Holdings partnerships result in transfers of and increases in the tax basis of the tangible and intangible assets of Carlyle Holdings, primarily attributable to a portion of the goodwill inherent in the business. These transfers and increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that certain of the Partnership’s subsidiaries, including Carlyle Holdings I GP Inc., which are referred to as the “corporate taxpayers,” would otherwise be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The Partnership has entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships whereby the corporate taxpayers have agreed to pay to the limited partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax or foreign or franchise tax that the corporate taxpayers realize as a result of these increases in tax basis and, in limited cases, transfers or prior increases in tax basis. The corporate taxpayers expect to benefit from the remaining 15% of cash tax savings, if any, in income tax they realize. Payments under the tax receivable agreement will be based on the tax reporting positions that the Partnership will determine. The corporate taxpayers will not be reimbursed for any payments previously made under the tax receivable agreement if a tax basis increase is successfully challenged by the Internal Revenue Service.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The Partnership records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange. To the extent that the Partnership estimates that the corporate taxpayers will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, its expectation of future earnings, the Partnership will reduce the deferred tax asset with a valuation allowance and will assess the probability that the related liability owed under the tax receivable agreement will be paid. The Partnership records 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the tax receivable agreement, which is included in due to affiliates in the accompanying consolidated financial statements. The remaining 15% of the estimated realizable tax benefit is initially recorded as an increase to the Partnership’s partners’ capital.
All of the effects to the deferred tax asset of changes in any of the Partnership’s estimates after the tax year of the exchange will be reflected in the provision for income taxes. Similarly, the effect of subsequent changes in the enacted tax rates will be reflected in the provision for income taxes.
Non-controlling Interests
Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-party investors. These interests are adjusted for general partner allocations and by subscriptions and redemptions in hedge funds which occur during the reporting period. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a subsidiary are recorded as a direct charge to partners’ capital.
Non-controlling interests in Carlyle Holdings relate to the ownership interests of the other limited partners of the Carlyle Holdings partnerships. The Partnership, through wholly-owned subsidiaries, is the sole general partner of Carlyle Holdings. Accordingly, the Partnership consolidates Carlyle Holdings into its consolidated financial statements, and the other ownership interests in Carlyle Holdings are reflected as non-controlling interests in the Partnership’s consolidated financial statements. Any change to the Partnership’s ownership interest in Carlyle Holdings while it retains the controlling financial interest in Carlyle Holdings is accounted for as a transaction within partners’ capital as a reallocation of ownership interests in Carlyle Holdings.
Earnings Per Common Unit
The Partnership computes earnings per common unit in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common unit is calculated by dividing net income (loss) attributable to the common units of the Partnership by the weighted-average number of common units outstanding for the period. Diluted earnings per common unit reflects the assumed conversion of all dilutive securities. Net income (loss) attributable to the common units excludes net income (loss) and dividends attributable to any participating securities under the two-class method of ASC 260.
Investments
Investments include (i) the Partnership’s ownership interests (typically general partner interests) in the Funds, (ii) strategic investments made by the Partnership (both of which are accounted for as equity method investments), (iii) the investments held by the Consolidated Funds (which are presented at fair value in the Partnership’s consolidated financial statements), and (iv) certain credit-oriented investments, including investments in the CLOs (which are accounted for as trading securities).
The valuation procedures utilized for investments of the Funds vary depending on the nature of the investment. The fair value of investments in publicly-traded securities is based on the closing price of the security with adjustments to reflect appropriate discounts if the securities are subject to restrictions.
The fair value of non-equity securities or other investments, which may include instruments that are not listed on an exchange, considers, among other factors, external pricing sources, such as dealer quotes or independent pricing services, recent trading activity or other information that, in the opinion of the Partnership, may not have been reflected in pricing obtained from external sources.
When valuing private securities or assets without readily determinable market prices, the Partnership gives consideration to operating results, financial condition, economic and/or market events, recent sales prices and other pertinent information. These valuation procedures may vary by investment, but include such techniques as comparable public market
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
valuation, comparable acquisition valuation and discounted cash flow analysis. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material. Furthermore, there is no assurance that, upon liquidation, the Partnership will realize the values presented herein.
Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out basis. Securities transactions are recorded on a trade date basis.
Equity-Method Investments
The Partnership accounts for all investments in which it has or is otherwise presumed to have significant influence, including investments in the unconsolidated Funds and strategic investments, using the equity method of accounting. The carrying value of equity-method investments is determined based on amounts invested by the Partnership, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreement, less distributions received. The Partnership evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Cash and Cash Equivalents
Cash and cash equivalents include cash held at banks and cash held for distributions, including temporary investments with original maturities of less than three months when purchased.
Cash and Cash Equivalents Held at Consolidated Funds
Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Partnership.
Restricted Cash
Restricted cash primarily represents cash held by the Partnership's foreign subsidiaries due to certain government regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds.
Corporate Treasury Investments
Corporate treasury investments represent investments in U.S. Treasury and government agency obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than three months when purchased. These investments are accounted for as trading securities in which changes in the fair value of each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through interest and other income.
Derivative Instruments
The Partnership uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates. Derivative instruments are recognized at fair value in the consolidated balance sheets with changes in fair value recognized in the consolidated statements of operations for all derivatives not designated as hedging instruments.
Fixed Assets
Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and three to seven years for other fixed assets. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Intangible Assets and Goodwill
The Partnership’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
over their estimated useful lives, which range from five to ten years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.
Deferred Revenue
Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not yet been earned.
Accumulated Other Comprehensive Income (Loss)
The Partnership’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive income (loss) as of December 31, 2017 and 2016 were as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Currency translation adjustments | $ | (68.8 | ) | | $ | (91.7 | ) |
| Unrealized losses on defined benefit plans | (3.9 | ) | | (3.5 | ) |
| Total | $ | (72.7 | ) | | $ | (95.2 | ) |
Foreign Currency Translation
Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency (gains) losses resulting from transactions outside of the functional currency of an entity of $(3.9) million, $(26.3) million and $2.5 million for the years ended December 31, 2017, 2016 and 2015, respectively, are included in general, administrative and other expenses in the consolidated statements of operations.
Recent Accounting Pronouncements
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12, among other things, permits hedge accounting for risk components in hedging relationships to now involve nonfinancial risk components and requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedge item is reported. The guidance is effective for the Partnership on January 1, 2019 and requires cash flow hedges and net investment hedges existing at the date of adoption to apply a cumulative effect adjustment to eliminate the measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of partners’ capital as of the beginning of the fiscal year that an entity adopts the guidance. The amended presentation and disclosure guidance is required only prospectively. Early adoption is permitted. While the Partnership is still assessing the guidance in ASU 2017-12, it does not expect the impact of this guidance to be material.
In January 2017, the FASB issued ASU 2017-1, Business Combinations (Topic 805) - Clarifying the Definition of a Business. ASU 2017-01 changes the criteria for determining whether a group of assets acquired is a business. Specifically, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired would not be considered a business. The guidance is effective for the Partnership on January 1, 2018 and is required to be applied prospectively, however, early adoption is permitted. This guidance will impact the Partnership's analysis of the accounting for any future acquisitions occurring after the date of adoption.
In January 2017, the FASB issued ASU 2017-4, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies an entity’s annual goodwill test for impairment by eliminating the requirement to calculate the implied fair value of goodwill, and instead an entity should compare the fair value of a reporting
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
unit with its carrying amount. The impairment charge will then be the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity would still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for the Partnership on January 1, 2020 and requires the guidance to be applied using a prospective transition method. Early adoption is permitted. The Partnership does not expect the impact of this guidance to be material.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 clarifies the presentation of restricted cash in the statement of cash flows by requiring the amounts described as restricted cash be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. If cash and cash equivalents and restricted cash are presented separately on the statement of financial position, a reconciliation of these separate line items to the total cash amount included in the statement of cash flows will be required either in the footnotes or on the face of the statement of cash flows. The guidance is effective for the Partnership on January 1, 2018 and ASU 2016-18 requires the guidance to be applied using a retrospective transition method. Early adoption is permitted; however, the Partnership will reflect this change in presentation of restricted cash in its first quarter 2018 consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the classification of several discrete cash flow issues, including the treatment of cash distributions from equity method investments. The guidance is effective for the Partnership on January 1, 2018 and ASU 2016-15 requires the guidance to be applied using a retrospective transition method. Early adoption is permitted, provided that all of the amendments for all of the topics are adopted in the same period. The Partnership does not expect the impact of this guidance to its consolidated statements of cash flows to be material.
In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, GAAP requires an "incurred loss" methodology that delays recognition until it is probable a loss has been incurred. Under the new standard, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The income statement will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This provision of the guidance requires a modified retrospective transition method and will result in a cumulative-effect adjustment in retained earnings upon adoption. This guidance is effective for the Partnership on January 1, 2020 and early adoption is permitted. The Partnership is currently assessing the potential impact of this guidance.
In March 2016, the FASB issued ASU 2016-9, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-9 changes certain aspects of accounting for share-based payments to employees. ASU 2016-9 requires the income tax effects of awards to be recognized through the income statement when the awards vest or are settled. Previously, an entity was required to determine for each award whether the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes resulted in either an excess tax benefit or a tax deficiency. Excess tax benefits were recognized in partners’ capital, while tax deficiencies were recognized as an offset to accumulated excess tax benefits or in the income statement. Under ASU 2016-9, all excess tax benefits and tax deficiencies are required to be recognized as income tax benefit or expense in the income statement. This provision of the guidance is required to be applied prospectively. Additionally, ASU 2016-9 allows an employer to withhold employee shares upon vest up to maximum statutory tax rates without causing an award to be classified as a liability. This provision of the guidance requires a modified retrospective transition method. Finally, the previous equity-based compensation guidance required cost to be measured based on the number of awards that are expected to vest. Under ASU 2016-9, an accounting policy election can be made to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance was effective for the Partnership on January 1, 2017. The Partnership adopted this guidance on that date by recording an adjustment for the cumulative effect of adoption in partners' capital on January 1, 2017. The impact of the adjustment was not material to total partners' capital.
In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). ASU 2016-2 requires lessees to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and a lease liability. The lease liability will be measured at the present value of lease payments and the right-of-use asset will be based on the lease liability value, subject to adjustments. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. This guidance is effective for the Partnership on
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
January 1, 2019 and ASU 2016-2 requires the guidance to be applied using a modified retrospective method. Early adoption is permitted. The Partnership is currently assessing the potential impact of this guidance, however, the Partnership's total assets and total liabilities on its consolidated balance sheet will increase upon adoption of this guidance.
The FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”) in May 2014 and subsequently issued several amendments to the standard. ASU 2014-9, and related amendments, provide comprehensive guidance for recognizing revenue from contracts with customers. Entities will be able to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. The guidance in ASU 2014-9, and the related amendments, is effective for the Partnership beginning on January 1, 2018, and the Partnership adopted this guidance on that date.
Upon adoption of ASU 2014-9, performance fees that represent a performance-based capital allocation from fund limited partners to the Partnership (commonly known as “carried interest”, which comprised over 90% of the Partnership's performance fee revenues for each of the years ended December 31, 2017, 2016 and 2015) will be accounted for as earnings from financial assets within the scope of ASC 323, Investments - Equity Method and Joint Ventures, and therefore will not be in the scope of ASU 2014-9. In accordance with ASC 323, the Partnership will record equity method income (losses) as a component of investment income based on the change in our proportionate claim on net assets of the investment fund, including performance-based capital allocations, assuming the investment fund was liquidated as of each reporting date pursuant to each fund's governing agreements. The Partnership will apply this change in accounting on a full retrospective basis. This change in accounting will result in a reclassification from performance fee revenues to investment income (losses).
The Partnership is currently in the process of implementing ASU 2014-9 and its related amendments. The Partnership does not expect significant changes to our historical pattern of recognizing revenue for management fees and performance fees (both for arrangements within the scope of ASC 323 and arrangements within the scope of ASU 2014-9). Additionally, while the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract basis, the Partnership expects that the customer will generally be the investment fund for our significant management and advisory contracts. Also, certain costs incurred on behalf of Carlyle funds, primarily travel and entertainment costs, that were previously presented net in our consolidated statements of operations will be presented gross beginning January 1, 2018. Finally, the Partnership will apply the modified retrospective method for adopting ASU 2014-9 and its related amendments.
3. Fair Value Measurement
The fair value measurement accounting guidance establishes a hierarchal disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I – inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments included in Level I include unrestricted securities, including equities and derivatives, listed in active markets. The Partnership does not adjust the quoted price for these instruments, even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level III – inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments
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Notes to the Consolidated Financial Statements
that are included in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2017:
|
| | | | | | | | | | | | | | | |
| (Dollars in millions) | Level I |
| Level II |
| Level III |
| Total |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | — |
| | $ | — |
| | $ | 7.9 |
| | $ | 7.9 |
|
| Bonds | — |
| | — |
| | 413.4 |
| | 413.4 |
|
| Loans | — |
| | — |
| | 4,112.7 |
| | 4,112.7 |
|
| Other | — |
| | — |
| | 0.3 |
| | 0.3 |
|
| | — |
| | — |
| | 4,534.3 |
| | 4,534.3 |
|
| Investments in CLOs and other | — |
| | — |
| | 405.4 |
| | 405.4 |
|
| Corporate treasury investments | | | | | | | |
| Bonds | — |
| | 194.1 |
| | — |
| | 194.1 |
|
| Commercial paper and other | — |
| | 182.2 |
| | — |
| | 182.2 |
|
| | — |
| | 376.3 |
| | — |
| | 376.3 |
|
| Foreign currency forward contracts | — |
| | 0.4 |
| | — |
| | 0.4 |
|
| Total | $ | — |
| | $ | 376.7 |
| | $ | 4,939.7 |
| | $ | 5,316.4 |
|
| Liabilities | | | | | | | |
Loans payable of Consolidated Funds(1) | $ | — |
| | $ | — |
| | $ | 4,303.8 |
| | $ | 4,303.8 |
|
| Contingent consideration | — |
| | — |
| | 1.0 |
| | 1.0 |
|
| Foreign currency forward contracts | — |
| | 1.2 |
| | — |
| | 1.2 |
|
| Total | $ | — |
| | $ | 1.2 |
| | $ | 4,304.8 |
| | $ | 4,306.0 |
|
| |
| (1) | Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership and (ii) the carrying value of any beneficial interests that represent compensation for services. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes the Partnership’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2016:
|
| | | | | | | | | | | | | | | |
| (Dollars in millions) | Level I | | Level II | | Level III | | Total |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | — |
| | $ | — |
| | $ | 10.3 |
| | $ | 10.3 |
|
| Bonds | — |
| | — |
| | 396.4 |
| | 396.4 |
|
| Loans | — |
| | — |
| | 3,485.6 |
| | 3,485.6 |
|
| Other | — |
| | — |
| | 1.4 |
| | 1.4 |
|
| | — |
| | — |
| | 3,893.7 |
| | 3,893.7 |
|
| Investments in CLOs and other | — |
| | — |
| | 152.6 |
| | 152.6 |
|
| Corporate treasury investments |
|
| |
|
| |
|
| |
|
|
| Bonds | — |
| | 91.3 |
| | — |
| | 91.3 |
|
| Commercial paper and other | — |
| | 98.9 |
| | — |
| | 98.9 |
|
| | — |
| | 190.2 |
| | — |
| | 190.2 |
|
| Foreign currency forward contracts | — |
| | 2.5 |
| | — |
| | 2.5 |
|
| Total | $ | — |
| | $ | 192.7 |
| | $ | 4,046.3 |
| | $ | 4,239.0 |
|
| Liabilities | | | | | | | |
Loans payable of Consolidated Funds(1) | $ | — |
| | $ | — |
| | $ | 3,866.3 |
| | $ | 3,866.3 |
|
| Contingent consideration | — |
| | — |
| | 1.5 |
| | 1.5 |
|
| Loans payable of a real estate VIE | — |
| | — |
| | 79.4 |
| | 79.4 |
|
| Foreign currency forward contracts | — |
| | 10.0 |
| | — |
| | 10.0 |
|
| Total | $ | — |
| | $ | 10.0 |
| | $ | 3,947.2 |
| | $ | 3,957.2 |
|
| |
| (1) | Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Partnership and (ii) the carrying value of any beneficial interests that represent compensation for services. |
There were no transfers from Level II to Level I during the year ended December 31, 2017 and 2016.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment valuations pursuant to the policies, methodologies and templates prepared by the Partnership’s valuation group, which is a team made up of dedicated valuation professionals reporting to the Partnership’s chief accounting officer. The valuation group is responsible for maintaining the Partnership’s valuation policy and related guidance, templates and systems that are designed to be consistent with the guidance found in ASC 820, Fair Value Measurement. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which are comprised of the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review and approval by the global valuation committee, which is comprised of the Partnership’s co-executive chairman of the board, chairman emeritus, co-chief executive officers, chief risk officer, chief financial officer, chief accounting officer, co-chief investment officer, the business segment heads, and observed by the chief compliance officer, the director of internal audit and the Partnership’s audit committee. Additionally, each quarter a sample of valuations are reviewed by external valuation firms.
In the absence of observable market prices, the Partnership values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
investments in the equity of operating companies and real estate properties, and certain debt positions. The valuation technique for each of these investments is described below:
Private Equity and Real Estate Investments – The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies or sales of comparable assets, and other measures which, in many cases, are unaudited at the time received. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rate (“cap rate”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., applying a key performance metric of the investment such as EBITDA or net operating income to a relevant valuation multiple or cap rate observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar models. Adjustments to observable valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for differences in size, profitability, projected growth rates, geography and capital structure if applicable. The adjustments are reviewed with each subsequent valuation to assess how the investment has evolved relative to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development milestones which are also taken into account in the valuation assessment. Option pricing models and similar tools do not currently drive a significant portion of private equity or real estate valuations and are used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.
Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury investments) are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In some instances, the Partnership may utilize other valuation techniques, including the discounted cash flow method.
CLO Investments and CLO Loans Payable – The Partnership measures the financial liabilities of its consolidated CLOs based on the fair value of the financial assets of its consolidated CLOs, as the Partnership believes the fair value of the financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable, the assets are valued based on similar securities, market index changes, and other factors. The Partnership corroborates quotations from pricing services either with other available pricing data or with its own models. Generally, the loan and bond assets of the CLOs are not actively traded and are classified as Level III. The fair values of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to broker quotations from market makers and third party dealers.
The Partnership measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair value of the financial assets of the CLO and the beneficial interests held by the Partnership. The Partnership continues to measure the CLO loans payable that it holds at fair value based on both discounted cash flow analyses and third party quotes, as described above.
Loans Payable of a Real Estate VIE – Prior to September 30, 2017, the Partnership elected the fair value option to measure the loans payable of a real estate VIE at fair value. The fair values of the loans were primarily based on discounted cash flow analyses, which considered the liquidity and current financial condition of the real estate VIE. These loans were classified as Level III.
Fund Investments – The Partnership’s investments in external funds are valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. The terms of the investments generally preclude the ability to redeem the investment. Distributions from these investments will be received as the underlying assets in the funds are liquidated, the timing of which cannot be readily determined.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The changes in financial instruments measured at fair value for which the Partnership has used Level III inputs to determine fair value are as follows (Dollars in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Financial Assets Year Ended December 31, 2017 |
| Investments of Consolidated Funds | | Investments in CLOs and other | | Total |
Equity
securities | | Bonds | | Loans | | Other | |
| Balance, beginning of period | $ | 10.3 |
| | $ | 396.4 |
| | $ | 3,485.6 |
| | $ | 1.4 |
| | $ | 152.6 |
| | $ | 4,046.3 |
|
| Purchases | 0.1 |
| | 280.6 |
| | 2,594.3 |
| | — |
| | 255.8 |
| | 3,130.8 |
|
| Sales and distributions | (27.0 | ) | | (310.9 | ) | | (1,223.9 | ) | | (3.0 | ) | | (28.2 | ) | | (1,593.0 | ) |
| Settlements | — |
| | — |
| | (1,084.1 | ) | | — |
| | — |
| | (1,084.1 | ) |
| Realized and unrealized gains (losses), net | | | | | | | | | | | |
| Included in earnings | 23.5 |
| | (7.5 | ) | | 16.6 |
| | 1.7 |
| | 12.2 |
| | 46.5 |
|
| Included in other comprehensive income | 1.0 |
| | 54.8 |
| | 324.2 |
| | 0.2 |
| | 13.0 |
| | 393.2 |
|
| Balance, end of period | $ | 7.9 |
| | $ | 413.4 |
| | $ | 4,112.7 |
| | $ | 0.3 |
| | $ | 405.4 |
| | $ | 4,939.7 |
|
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 6.7 |
| | $ | (5.0 | ) | | $ | 18.5 |
| | $ | — |
| | $ | 11.3 |
| | $ | 31.5 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Financial Assets Year Ended December 31, 2016 |
| | Investments of Consolidated Funds | | Investments in CLOs and other | | Restricted
securities of
Consolidated
Funds | | Total |
| | Equity
securities | | Bonds | | Loans | | Partnership
and LLC
interests(2) | | Other | |
| Balance, beginning of period | $ | 575.3 |
| | $ | 1,180.9 |
| | $ | 15,686.7 |
| | $ | 59.6 |
| | $ | 5.0 |
| | $ | 1.4 |
| | $ | 8.7 |
| | $ | 17,517.6 |
|
Deconsolidation of funds(1) | (562.1 | ) | | (890.7 | ) | | (13,506.9 | ) | | (74.3 | ) | | (5.0 | ) | | 123.8 |
| | (8.7 | ) | | (14,923.9 | ) |
| Purchases | 12.2 |
| | 268.8 |
| | 2,446.7 |
| | 12.4 |
| | — |
| | 25.9 |
| | — |
| | 2,766.0 |
|
| Sales and distributions | (5.1 | ) | | (152.0 | ) | | (356.7 | ) | | — |
| | — |
| | (7.8 | ) | | — |
| | (521.6 | ) |
| Settlements | — |
| | — |
| | (771.1 | ) | | — |
| | — |
| | — |
| | — |
| | (771.1 | ) |
| Realized and unrealized gains (losses), net | | | | | | | | | | | | | | | |
| Included in earnings | (9.7 | ) | | 4.3 |
| | 52.7 |
| | 2.3 |
| | 1.5 |
| | 29.1 |
| | — |
| | 80.2 |
|
| Included in other comprehensive | (0.3 | ) | | (14.9 | ) | | (65.8 | ) | | — |
| | (0.1 | ) | | (19.8 | ) | | — |
| | (100.9 | ) |
| Balance, end of period | $ | 10.3 |
| | $ | 396.4 |
| | $ | 3,485.6 |
| | $ | — |
| | $ | 1.4 |
| | $ | 152.6 |
| | $ | — |
| | $ | 4,046.3 |
|
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | (9.5 | ) | | $ | 2.8 |
| | $ | 41.2 |
| | $ | — |
| | $ | 1.5 |
| | $ | 29.1 |
| | $ | — |
| | $ | 65.1 |
|
| |
| (1) | As a result of the adoption of ASU 2015-2 and the deconsolidation of certain CLOs on January 1, 2016, $123.8 million of investments that the Partnership held in those CLOs were no longer eliminated in consolidation and were included in investments in CLOs and other for the year ended December 31, 2016. |
| |
| (2) | As a result of the retrospective adoption of ASU 2015-7, the beginning balance of Partnership and LLC interests that are measured at fair value using the NAV per share practical expedient have been revised to reflect their exclusion from the fair value hierarchy. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | | | |
| | Financial Liabilities Year Ended December 31, 2017 |
| | Loans Payable
of Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a real estate VIE | | Total |
| Balance, beginning of period | $ | 3,866.3 |
| | $ | 1.5 |
| | $ | 79.4 |
| | $ | 3,947.2 |
|
| Borrowings | 2,314.3 |
| | — |
| | — |
| | 2,314.3 |
|
| Paydowns | (2,167.1 | ) | | (0.7 | ) | | (14.3 | ) | | (2,182.1 | ) |
| Deconsolidation of a real estate VIE | — |
| | — |
| | (72.6 | ) | | (72.6 | ) |
| Realized and unrealized (gains) losses, net | | | | | | | |
| Included in earnings | (61.5 | ) | | 0.1 |
| | 3.3 |
| | (58.1 | ) |
| Included in other comprehensive income | 351.8 |
| | 0.1 |
| | 4.2 |
| | 356.1 |
|
| Balance, end of period | $ | 4,303.8 |
| | $ | 1.0 |
| | $ | — |
| | $ | 4,304.8 |
|
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | (57.0 | ) | | $ | 0.1 |
| | $ | — |
| | $ | (56.9 | ) |
|
| | | | | | | | | | | | | | | | | | | |
| | Financial Liabilities Year Ended December 31, 2016 |
| | Loans Payable
of Consolidated
Funds | | Derivative
Instruments of
Consolidated
Funds | | Contingent
Consideration | | Loans Payable of
a consolidated
real estate VIE | | Total |
| Balance, beginning of period | $ | 17,046.7 |
| | $ | 29.1 |
| | $ | 20.8 |
| | $ | 75.4 |
| | $ | 17,172.0 |
|
| Initial consolidation/deconsolidation of funds | (13,742.6 | ) | | (29.0 | ) | | — |
| | — |
| | (13,771.6 | ) |
| Borrowings | 1,336.7 |
| | — |
| | — |
| | — |
| | 1,336.7 |
|
| Paydowns | (742.5 | ) | | — |
| | (10.3 | ) | | (34.5 | ) | | (787.3 | ) |
| Sales | — |
| | (1.7 | ) | | — |
| | — |
| | (1.7 | ) |
| Realized and unrealized (gains) losses, net | | | | | | | | | |
| Included in earnings | 40.4 |
| | 1.6 |
| | (9.0 | ) | | 19.8 |
| | 52.8 |
|
| Included in other comprehensive income | (72.4 | ) | | — |
| | — |
| | 18.7 |
| | (53.7 | ) |
| Balance, end of period | $ | 3,866.3 |
| | $ | — |
| | $ | 1.5 |
| | $ | 79.4 |
| | $ | 3,947.2 |
|
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | 37.6 |
| | $ | — |
| | $ | (0.1 | ) | | $ | 19.8 |
| | $ | 57.3 |
|
Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds and loans payable and derivative instruments of the CLOs are included in net investment gains (losses) of Consolidated Funds in the consolidated statements of operations.
Realized and unrealized gains and losses included in earnings for Level III contingent consideration liabilities are included in other non-operating expense (income), and such gains and losses for loans payable of a real estate VIE are included in interest and other expenses of a real estate VIE in the consolidated statement of operations.
Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in accumulated other comprehensive loss, non-controlling interests in consolidated entities and non-controlling interests in Carlyle Holdings in the consolidated balance sheets.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes quantitative information about the Partnership’s Level III inputs as of December 31, 2017:
|
| | | | | | | | | |
| | Fair Value at | | | | | | Range
(Weighted
Average) |
| (Dollars in millions) | December 31, 2017 | | Valuation Technique(s) | | Unobservable Input(s) | |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | 5.7 |
| | Discounted Cash Flow | | Discount Rates | | 10% - 10% (10%) |
| |
|
| |
| |
| |
|
| | 2.2 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | 0 - 33 (30) |
| | | |
| |
| |
|
| Bonds | 413.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 44 - 107 (98) |
| Loans | 4,112.7 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 64 - 103 (100) |
| Other | 0.3 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 9 - 9 (9) |
| | 4,534.3 |
| |
| |
| |
|
| Investments in CLOs and other | | |
| |
| |
|
| Senior secured notes | 357.2 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 1% - 9% (3%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | |
| | Indicative Quotes (% of Par) | | 98 - 104 (101) |
| Subordinated notes and preferred shares | 48.2 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 8% - 11% (9%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | |
| | Indicative Quotes (% of Par) | | 63 - 97 (81) |
| Total | $ | 4,939.7 |
| |
| |
| |
|
| Liabilities | | |
| |
| |
|
| Loans payable of Consolidated Funds: | | |
| |
| |
|
| Senior secured notes | $ | 4,100.5 |
| | Other | | N/A | | N/A |
| Subordinated notes and preferred shares | 26.9 |
| | Other | | N/A | | N/A |
| | 176.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 8% - 11% (10%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 70% (60%) |
| | | |
| | Indicative Quotes (% of Par) | | 79 - 93 (86) |
| Contingent consideration | 1.0 |
| | Other | | N/A | | N/A |
| Total | $ | 4,304.8 |
| | | | | | |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table summarizes quantitative information about the Partnership’s Level III inputs as of December 31, 2016:
|
| | | | | | | | | |
| (Dollars in millions) | Fair Value at
December 31, 2016 | | Valuation Technique(s) | | Unobservable Input(s) | | Range
(Weighted
Average) |
| Assets | | | | | | | |
| Investments of Consolidated Funds: | | | | | | | |
| Equity securities | $ | 9.6 |
| | Discounted Cash Flow | | Discount Rates | | 9% - 10% (9%) |
| | | |
| | Exit Cap Rate | | 7% - 9% (7%) |
| | 0.7 |
| | Consensus Pricing | | Indicative Quotes
($ per share) | | 10 - 10 (10) |
| | | |
| |
| |
|
| Bonds | 396.4 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 74 - 108 (99) |
| Loans | 3,485.6 |
| | Consensus Pricing | | Indicative Quotes (% of Par) | | 31 - 102 (99) |
| Other | 1.4 |
| | Counterparty Pricing | | Indicative Quotes
(% of Notional Amount) | | 6 - 8 (7) |
| | 3,893.7 |
| |
| |
| |
|
| Senior secured notes | 115.9 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 1% - 11% (2%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 74% (71%) |
| | | |
| | Indicative Quotes (% of Par) | | 82 - 102 (99) |
| Subordinated notes and preferred shares | 35.4 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rate | | 9% - 14% (12%) |
| | | |
| | Default Rates | | 1% - 10% (2%) |
| | | |
| | Recovery Rates | | 50% - 74% (64%) |
| | | |
| | Indicative Quotes (% of Par) | | 2 - 101 (96) |
| Other | 1.3 |
| | Comparable Multiple | | LTM EBITDA Multiple | | 5.7x - 5.7x (5.7x) |
| Total | $ | 4,046.3 |
| |
| |
| |
|
| Liabilities | | |
| |
| |
|
| Loans payable of Consolidated Funds: | | |
| |
| |
|
Senior secured notes(1) | 3,672.5 |
| | Other | | N/A | | N/A |
Subordinated notes and preferred shares(1) | 26.9 |
| | Other | | N/A | | N/A |
| | 166.9 |
| | Discounted Cash Flow with Consensus Pricing | | Discount Rates | | 9% - 14% (12%) |
| | | |
| | Default Rates | | 1% - 3% (2%) |
| | | |
| | Recovery Rates | | 50% - 74% (66%) |
| | | |
| | Indicative Quotes (% of Par) | | 7 - 90 (68) |
| Loans payable of a real estate VIE | 79.4 |
| | Discounted Cash Flow | | Discount to Expected Payment | | 10% - 55% (37%) |
| | | |
| | Discount Rate | | 20% - 30% (23%) |
| Contingent consideration | 1.5 |
| | Other | | N/A | | N/A |
| Total | $ | 3,947.2 |
| | | | | | |
| |
| (1) | Beginning on January 1, 2016, CLO loan payables held by third party beneficial interest holders are measured on the basis of fair value of the financial assets of the CLOs and the beneficial interests held by the Partnership. |
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in equity securities include indicative quotes, discount rates and exit cap rates. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount rates and exit cap rates in isolation would result in a significantly lower fair value measurement.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in bonds and loans are indicative quotes. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s investments in CLOs and other investments include EBITDA multiples, discount rates, default rates, recovery rates and indicative quotes. Significant decreases in EBITDA multiples, recovery rates or indicative quotes in isolation would result in a significantly lower fair value measurement. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Partnership’s loans payable of Consolidated Funds are discount rates, default rates, recovery rates and indicative quotes. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates and indicative quotes in isolation would result in a significantly higher fair value.
4. Accrued Performance Fees
The components of accrued performance fees are as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 2,272.4 |
| | $ | 1,375.4 |
|
| Real Assets | 657.5 |
| | 483.4 |
|
| Global Credit | 56.1 |
| | 68.6 |
|
| Investment Solutions | 684.6 |
| | 553.7 |
|
| Total | $ | 3,670.6 |
| | $ | 2,481.1 |
|
Approximately 19% of accrued performance fees at December 31, 2017 are related to Carlyle Partners VI, one of the Partnership’s Corporate Private Equity funds.
Approximately 27% of accrued performance fees at December 31, 2016 are related to Carlyle Partners V, L.P. and Carlyle Asia Partners III, L.P., two of the Partnership’s Corporate Private Equity funds.
Accrued performance fees are shown gross of the Partnership’s accrued performance fee-related compensation (see Note 8), and accrued giveback obligations, which are separately presented in the consolidated balance sheets. The components of the accrued giveback obligations are as follows:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | (8.7 | ) | | $ | (3.9 | ) |
| Real Assets | (58.1 | ) | | (156.9 | ) |
| Total | $ | (66.8 | ) | | $ | (160.8 | ) |
During the year ended December 31, 2017, the Partnership paid $98.4 million to satisfy giveback obligations related to two of its Real Assets funds. Approximately $67.1 million of these obligations was paid by current and former senior Carlyle professionals and $31.3 million by Carlyle Holdings.
During the year ended December 31, 2016, the Partnership paid $47.3 million to satisfy a giveback obligation related to one of its Corporate Private Equity funds. Substantially all of the giveback obligation was paid by current and former senior Carlyle professionals.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Performance Fees
The performance fees included in revenues are derived from the following segments:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 1,629.6 |
| | $ | 289.6 |
| | $ | 698.2 |
|
| Global Credit | 56.6 |
| | 37.4 |
| | (41.0 | ) |
| Real Assets | 265.2 |
| | 321.1 |
| | 49.3 |
|
| Investment Solutions | 142.5 |
| | 103.7 |
| | 118.4 |
|
| Total | $ | 2,093.9 |
| | $ | 751.8 |
| | $ | 824.9 |
|
Approximately 61%, or $1,273.2 million, of performance fees for the year ended December 31, 2017 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income):
•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $335.1 million,
•Carlyle Partners VI, L.P. (Corporate Private Equity segment) - $844.5 million, and
•Carlyle Asia Partners IV, L.P. (Corporate Private Equity segment) - $381.8 million.
Approximately 28%, or $214.2 million, of performance fees for the year ended December 31, 2016 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income):
•Carlyle Partners V, L.P. (Corporate Private Equity segment) - $194.4 million, and
•Carlyle Realty Partners VII, L.P. (Real Assets segment) - $138.7 million.
Approximately 51%, or $422.1 million, of performance fees for the year ended December 31, 2015 are related to the following funds along with total revenue recognized (total revenue includes performance fees, fund management fees, and investment income for the following funds):
•Carlyle Europe Partners III, L.P. (Corporate Private Equity segment) - $273.4 million,
•Carlyle Asia Partners III, L.P. (Corporate Private Equity segment) - $202.7 million,
•Carlyle Realty Partners VI, L.P. (Real Assets segment) - $116.4 million, and
•Carlyle/Riverstone Global Energy and Power Fund III, L.P. (Real Assets segment) - $(102.6) million.
5. Investments
Investments consist of the following:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Equity method investments, excluding accrued performance fees | $ | 1,218.4 |
| | $ | 950.9 |
|
| Investments in CLOs and other | 405.9 |
| | 156.1 |
|
| Total investments | $ | 1,624.3 |
| | $ | 1,107.0 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Strategic Investment in NGP
In December 2012, the Partnership entered into an agreement with ECM Capital, L.P. (“ECM”) and Barclays Natural Resource Investments, a division of Barclays Bank PLC (“BNRI”), to make an investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”), an Irving, Texas-based energy investor. The agreement was amended in March 2017 to further align the interests of the Partnership and NGP. The Partnership’s equity interests in NGP Management entitle the Partnership to an allocation of income equal to 55.0% of the management fee-related revenues of the NGP entities that serve as the advisors to certain private equity funds, and future interests in the general partners of certain future carry funds advised by NGP that entitle the Partnership to an allocation of income equal to 47.5% of the carried interest received by such fund general partners.
In consideration for these interests, the Partnership paid an aggregate of $504.6 million in cash to ECM and BNRI, and issued 996,572 Carlyle Holdings partnership units to ECM that vest ratably through 2017. In January 2016, the Partnership also paid contingent consideration to BNRI of $183.0 million, of which $63.0 million was paid in cash and $120.0 million was paid by the Partnership by issuing a promissory note due in 2022 (see Note 7). The transaction also included contingent consideration payable to ECM of up to $45.0 million in cash (of which $22.5 million was paid in March 2017 with the balance paid in January 2018), together with an additional $15.0 million in cash, which was paid in January 2018, and 597,944 Carlyle Holdings partnership units that were issued in December 2012 and substantially vested upon the amendment in March 2017. The Partnership has also agreed to issue common units on each of February 1, 2018, 2019, and 2020, with a value of $10.0 million per year to an affiliate of NGP Management, and subsequent to 2020, to issue common units on an annual basis with a value not to exceed $10.0 million per year based on a prescribed formula, which will vest over a 42-month period. The Partnership has the right to purchase the remaining equity interests in NGP Management in specific remote situations designed to protect the Partnership's interest.
The Partnership accounts for its investments in NGP under the equity method of accounting. The Partnership recorded its investments in NGP initially at cost, excluding any elements in the transaction that were deemed to be compensatory arrangements to NGP personnel. The Carlyle Holdings partnership units issued in the transaction and the deferred restricted common units (which were granted in 2012 to certain NGP personnel) were deemed to be compensatory arrangements; these elements are recognized as an expense under applicable U.S. GAAP.
The Partnership records investment income (loss) for its equity income allocation from NGP management fees and performance fees, and also records its share of any allocated expenses from NGP Management, expenses associated with the compensatory elements of the transaction, and the amortization of the basis differences related to the definitive-lived identifiable intangible assets of NGP Management. The net investment earnings (loss) recognized in the Partnership’s consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015 were as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Management fees | $ | 80.5 |
| | $ | 80.7 |
| | $ | 53.9 |
|
| Performance fees | 98.4 |
| | 44.7 |
| | (18.5 | ) |
| Investment income (loss) | 12.1 |
| | 9.4 |
| | (3.3 | ) |
| Expenses | (54.0 | ) | | (16.0 | ) | | (15.3 | ) |
| Amortization of basis differences | (8.5 | ) | | (55.2 | ) | | (56.6 | ) |
| Net investment income (loss) | $ | 128.5 |
| | $ | 63.6 |
| | $ | (39.8 | ) |
The difference between the Partnership’s remaining carrying value of its investment and its share of the underlying net assets of the investee was $21.3 million, $29.8 million and $85.0 million as of December 31, 2017, 2016 and 2015, respectively; these differences are amortized over a period of 10 years from the initial investment date.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Equity-Method Investments
The Partnership’s equity method investments include its fund investments in Corporate Private Equity, Real Assets, Global Credit, and Investment Solutions typically as general partner interests, and its strategic investments in NGP (included within Real Assets), which are not consolidated. Investments are related to the following segments:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 369.5 |
| | $ | 282.4 |
|
| Real Assets | 775.1 |
| | 622.8 |
|
| Global Credit | 23.0 |
| | 20.1 |
|
| Investment Solutions | 50.8 |
| | 25.6 |
|
| Total | $ | 1,218.4 |
| | $ | 950.9 |
|
The summarized financial information of the Partnership’s equity method investees from the date of initial investment is as follows (Dollars in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Corporate Private Equity |
| Real Assets | | Global Credit |
| Investment Solutions | | Aggregate Totals |
| For the Year Ended December 31, |
| For the Year Ended
December 31, | | For the Year Ended December 31, |
| For the Year Ended December 31, | | For the Year Ended December 31, |
| | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| Statement of operations information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment income | $ | 630.8 |
| | $ | 532.2 |
| | $ | 380.7 |
| | $ | 230.4 |
| | $ | 679.5 |
| | $ | 441.2 |
| | $ | 267.7 |
| | $ | 167.4 |
| | $ | 193.6 |
| | $ | 78.6 |
| | $ | 107.2 |
| | $ | 118.6 |
| | $ | 1,207.5 |
| | $ | 1,486.3 |
| | $ | 1,134.1 |
|
| Expenses | 553.3 |
| | 597.1 |
| | 613.8 |
| | 572.4 |
| | 544.3 |
| | 604.4 |
| | 118.8 |
| | 95.1 |
| | 45.7 |
| | 665.5 |
| | 493.0 |
| | 436.5 |
| | 1,910.0 |
| | 1,729.5 |
| | 1,700.4 |
|
| Net investment income (loss) | 77.5 |
| | (64.9 | ) | | (233.1 | ) | | (342.0 | ) | | 135.2 |
| | (163.2 | ) | | 148.9 |
| | 72.3 |
| | 147.9 |
| | (586.9 | ) | | (385.8 | ) | | (317.9 | ) | | (702.5 | ) | | (243.2 | ) | | (566.3 | ) |
| Net realized and unrealized gain (loss) | 9,587.4 |
| | 2,906.8 |
| | 4,831.6 |
| | 2,605.6 |
| | 2,184.2 |
| | (3,047.6 | ) | | (51.5 | ) | | (504.6 | ) | | (323.1 | ) | | 2,676.3 |
| | 2,360.2 |
| | 2,511.1 |
| | 14,817.8 |
| | 6,946.6 |
| | 3,972.0 |
|
| Net income (loss) | $ | 9,664.9 |
| | $ | 2,841.9 |
| | $ | 4,598.5 |
| | $ | 2,263.6 |
| | $ | 2,319.4 |
| | $ | (3,210.8 | ) | | $ | 97.4 |
| | $ | (432.3 | ) | | $ | (175.2 | ) | | $ | 2,089.4 |
| | $ | 1,974.4 |
| | $ | 2,193.2 |
| | $ | 14,115.3 |
| | $ | 6,703.4 |
| | $ | 3,405.7 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Private Equity |
| Real Assets | | Global Credit |
| Investment Solutions | | Aggregate Totals |
| | As of December 31, |
| As of December 31, | | As of December 31, |
| As of December 31, | | As of December 31, |
| | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 | | 2017 | | 2016 |
| Balance sheet information | | | | | | | | | | | | | | | | | | | |
| Investments | $ | 42,129.8 |
| | $ | 31,427.7 |
| | $ | 24,352.0 |
| | $ | 21,460.2 |
| | $ | 3,873.5 |
| | $ | 2,240.8 |
| | $ | 16,155.4 |
| | $ | 13,312.6 |
| | $ | 86,510.7 |
| | $ | 68,441.3 |
|
| Total assets | $ | 44,987.0 |
| | $ | 33,605.0 |
| | $ | 25,894.9 |
| | $ | 22,666.0 |
| | $ | 4,050.0 |
| | $ | 2,502.5 |
| | $ | 16,402.5 |
| | $ | 13,476.3 |
| | $ | 91,334.4 |
| | $ | 72,249.8 |
|
| Debt | $ | 2,141.8 |
| | $ | 416.2 |
| | $ | 2,633.0 |
| | $ | 1,552.9 |
| | $ | 508.1 |
| | $ | 170.4 |
| | $ | 135.0 |
| | $ | 96.8 |
| | $ | 5,417.9 |
| | $ | 2,236.3 |
|
| Other liabilities | $ | 693.2 |
| | $ | 607.2 |
| | $ | 239.6 |
| | $ | 384.1 |
| | $ | 128.7 |
| | $ | 94.3 |
| | $ | 379.5 |
| | $ | 304.1 |
| | $ | 1,441.0 |
| | $ | 1,389.7 |
|
| Total liabilities | $ | 2,835.0 |
| | $ | 1,023.4 |
| | $ | 2,872.6 |
| | $ | 1,937.0 |
| | $ | 636.8 |
| | $ | 264.7 |
| | $ | 514.5 |
| | $ | 400.9 |
| | $ | 6,858.9 |
| | $ | 3,626.0 |
|
| Partners’ capital | $ | 42,152.0 |
| | $ | 32,581.6 |
| | $ | 23,022.3 |
| | $ | 20,729.0 |
| | $ | 3,413.2 |
| | $ | 2,237.8 |
| | $ | 15,888.0 |
| | $ | 13,075.4 |
| | $ | 84,475.5 |
| | $ | 68,623.8 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Investment Income (Loss)
The components of investment income (loss) are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Income from equity investments | $ | 226.4 |
| | $ | 150.6 |
| | $ | 10.4 |
|
| Income (loss) from investments in CLOs and other investments | 5.6 |
| | 9.6 |
| | (1.7 | ) |
| Other investment income | — |
| | 0.3 |
| | 6.5 |
|
| Total | $ | 232.0 |
| | $ | 160.5 |
| | $ | 15.2 |
|
Carlyle’s income (loss) from its equity-method investments is included in investment income (loss) in the consolidated statements of operations and consists of:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Corporate Private Equity | $ | 64.8 |
| | $ | 51.8 |
| | $ | 28.9 |
|
| Real Assets | 151.7 |
| | 101.2 |
| | (18.6 | ) |
| Global Credit | 1.7 |
| | (3.8 | ) | | (0.9 | ) |
| Investment Solutions | 8.2 |
| | 1.4 |
| | 1.0 |
|
| Total | $ | 226.4 |
| | $ | 150.6 |
| | $ | 10.4 |
|
Investments in CLOs and Other Investments
Investments in CLOs and other investments as of December 31, 2017 and 2016 primarily consisted of $405.9 million and $156.1 million, respectively, of investments in CLO senior and subordinated notes, derivative instruments, and corporate mezzanine securities and bonds.
Investments of Consolidated Funds
The Partnership consolidates the financial positions and results of operations of certain CLOs in which it is the primary beneficiary. During the year ended December 31, 2017, the Partnership formed seven new CLOs for which the Partnership is primary beneficiary of two of those CLOs. As of December 31, 2017, the total assets of these CLOs formed during the year and included in the Partnership’s consolidated financial statements were approximately $1.2 billion.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following table presents a summary of the investments held by the Consolidated Funds. Investments held by the Consolidated Funds do not represent the investments of all Carlyle sponsored funds. The table below presents investments as a percentage of investments of Consolidated Funds:
|
| | | | | | | | | | | | | | |
| | | Fair Value | | Percentage of Investments of
Consolidated Funds |
| |
| | Geographic Region/Instrument Type/ Industry | December 31, | | December 31, |
| | Description or Investment Strategy | 2017 | | 2016 | | 2017 | | 2016 |
| | | (Dollars in millions) | | | | |
| | United States | | | | | | | |
| | Assets of the CLOs: |
| |
| |
| |
|
| | Bonds | $ | 36.6 |
| | $ | 12.5 |
| | 0.81 | % | | 0.32 | % |
| | Equity | 2.2 |
| | 0.7 |
| | 0.05 | % | | 0.02 | % |
| | Loans | 1,644.4 |
| | 1,941.7 |
| | 36.27 | % | | 49.87 | % |
| | Total assets of the CLOs (cost of $1,661.1 and $1,958.6 at
December 31, 2017 and 2016, respectively) | 1,683.2 |
| | 1,954.9 |
| | 37.13 | % | | 50.21 | % |
| | Total United States | $ | 1,683.2 |
| | $ | 1,954.9 |
| | 37.13 | % | | 50.21 | % |
|
| | | | | | | | | | | | | |
| Europe | | | | | | | |
| Equity securities: | | | | | | | |
| Other | 5.7 |
| | $ | 9.6 |
| | 0.13 | % | | 0.25 | % |
Total equity securities (cost of $28.1 and $97.0 at
December 31, 2017 and 2016, respectively) | 5.7 |
| | 9.6 |
| | 0.13 | % | | 0.25 | % |
| Assets of the CLOs: |
| | | |
| | |
| Bonds | 368.5 |
| | 377.7 |
| | 8.13 | % | | 9.70 | % |
| Loans | 2,369.9 |
| | 1,403.9 |
| | 52.26 | % | | 36.06 | % |
| Other | 0.3 |
| | 1.4 |
| | — | % | | 0.03 | % |
Total assets of the CLOs (cost of $2,745.1 and $1,777.0 at
December 31, 2017 and 2016, respectively) | 2,738.7 |
| | 1,783.0 |
| | 60.39 | % | | 45.79 | % |
| Total Europe | $ | 2,744.4 |
| | $ | 1,792.6 |
| | 60.52 | % | | 46.04 | % |
| Global |
| | | |
| | |
| Assets of the CLOs: |
| | | |
| | |
| Bonds | $ | 8.3 |
| | $ | 6.2 |
| | 0.18 | % | | 0.16 | % |
| Loans | 98.4 |
| | 140.0 |
| | 2.17 | % | | 3.59 | % |
Total assets of the CLOs (cost of $107.7 and $147.9 at
December 31, 2017 and 2016, respectively) | 106.7 |
| | 146.2 |
| | 2.35 | % | | 3.75 | % |
| Total Global | $ | 106.7 |
| | $ | 146.2 |
| | 2.35 | % | | 3.75 | % |
| Total investments of Consolidated Funds (cost of $4,542.0 and $3,980.5 at December 31, 2017 and 2016, respectively) | $ | 4,534.3 |
| | $ | 3,893.7 |
| | 100.00 | % | | 100.00 | % |
There were no individual investments with a fair value greater than five percent of the Partnership’s total assets for any period presented.
Interest and Other Income of Consolidated Funds
The components of interest and other income of Consolidated Funds are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Interest income from investments | $ | 167.3 |
| | $ | 140.4 |
| | $ | 873.1 |
|
| Other income | 10.4 |
| | 26.5 |
| | 102.4 |
|
| Total | $ | 177.7 |
| | $ | 166.9 |
| | $ | 975.5 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Net Investment Gains (Losses) of Consolidated Funds
Net investment gains (losses) of Consolidated Funds include net realized gains (losses) from sales of investments and unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of net investment gains (losses) of Consolidated Funds are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Gains from investments of Consolidated Funds | $ | 27.0 |
| | $ | 51.7 |
| | $ | 426.2 |
|
| Gains (losses) from liabilities of CLOs | 61.4 |
| | (40.5 | ) | | 436.5 |
|
| Gains on other assets of CLOs | — |
| | 1.9 |
| | 1.7 |
|
| Total | $ | 88.4 |
| | $ | 13.1 |
| | $ | 864.4 |
|
The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) |
| Realized gains (losses) | $ | (54.0 | ) | | $ | (33.4 | ) | | $ | 1,114.7 |
|
| Net change in unrealized gains (losses) | 81.0 |
| | 85.1 |
| | (688.5 | ) |
| Total | $ | 27.0 |
| | $ | 51.7 |
| | $ | 426.2 |
|
6.Intangible Assets and Goodwill
The following table summarizes the carrying amount of intangible assets as of December 31, 2017 and 2016:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
Acquired contractual rights(1) | $ | 81.4 |
| | $ | 74.1 |
|
Acquired trademarks(1) | 1.2 |
| | 1.0 |
|
| Accumulated amortization | (57.8 | ) | | (43.2 | ) |
| Finite-lived intangible assets, net | 24.8 |
| | 31.9 |
|
Goodwill(1) | 11.1 |
| | 10.1 |
|
| Intangible assets, net | $ | 35.9 |
| | $ | 42.0 |
|
(1) Changes in the carrying amounts of acquired contractual rights, acquired trademarks, and goodwill are due to foreign currency translation.
As of December 31, 2017, all of the remaining finite-lived intangible assets, net, are associated with the Partnership's Investment Solutions segment.
As discussed in Note 2, the Partnership reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. No impairment losses were recorded during the years ended December 31, 2017 and 2016. During the year ended December 31, 2015, the Partnership evaluated for indicators of impairment certain definite-lived intangible assets associated with acquired contractual rights for fee income. These intangible assets are included in the Global Credit and Investment Solutions segments. The Partnership recorded impairment losses, primarily as a result of the redemptions received on the open-ended credit hedge funds in the Global Credit segment and with the open-ended fund of hedge funds in the Investment Solutions segment, of $186.6 million and $15.0 million, respectively, during the year ended December 31, 2015. Additionally, the Partnership recorded a $7.0 million goodwill impairment charge during the year ended December 31, 2015 as a result of the Partnership's decision to restructure the Investment Solutions segment. Finally, the Partnership recorded an additional impairment loss of $11.8 million for the year ended December 31, 2015 to reduce the carrying value of other Global Credit intangible assets to their estimated fair value.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The fair value determinations were based on a probability-weighted discounted cash flow model. These fair value measurements were based on significant inputs not observable in the market (primarily discount rates ranging from 10% to 20%) and thus represented Level III measurements as defined in the accounting guidance for fair value measurements. The impairment losses were included in general, administrative and other expenses in the accompanying consolidated financial statements.
Intangible asset amortization expense, excluding impairment losses, was $10.1 million, $42.5 million and $76.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in general, administrative, and other expenses in the consolidated statements of operations.
The following table summarizes the expected amortization expense for 2018 through 2022 and thereafter (Dollars in millions):
|
| | | |
| | |
| 2018 | $ | 9.8 |
|
| 2019 | 6.0 |
|
| 2020 | 6.0 |
|
| 2021 | 3.0 |
|
| | $ | 24.8 |
|
7. Borrowings
The Partnership borrows and enters into credit agreements for its general operating and investment purposes. The Partnership’s debt obligations consist of the following (Dollars in millions):
|
| | | | | | | | | | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | Borrowing
Outstanding | | Carrying
Value | | Borrowing
Outstanding | | Carrying
Value |
| Senior Credit Facility Term Loan Due 5/05/2020 | $ | 25.0 |
| | $ | 24.8 |
| | $ | 25.0 |
| | $ | 24.7 |
|
| CLO Term Loans (See below) | 294.5 |
| | 294.5 |
| | 33.8 |
| | 33.8 |
|
| 3.875% Senior Notes Due 2/01/2023 | 500.0 |
| | 497.6 |
| | 500.0 |
| | 497.2 |
|
| 5.625% Senior Notes Due 3/30/2043 | 600.0 |
| | 600.7 |
| | 600.0 |
| | 600.7 |
|
| Promissory Note Due 1/01/2022 | 108.8 |
| | 108.8 |
| | 108.8 |
| | 108.8 |
|
| Promissory Notes Due 7/15/2019 | 47.2 |
| | 47.2 |
| | — |
| | — |
|
| Total debt obligations | $ | 1,575.5 |
| | $ | 1,573.6 |
| | $ | 1,267.6 |
| | $ | 1,265.2 |
|
Senior Credit Facility
As of December 31, 2017, the senior credit facility included $25.0 million in a term loan and $750.0 million in a revolving credit facility. As of December 31, 2017, the term loan and revolving credit facility were scheduled to mature on May 5, 2020. Principal amounts outstanding under the term loan and revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.75%, or (b) at LIBOR plus an applicable margin not to exceed 1.75% (at December 31, 2017, the interest rate was 2.60%). There was no amount outstanding under the revolving credit facility at December 31, 2017. Interest expense under the senior credit facility was not significant for the years ended December 31, 2017, 2016 and 2015. The fair value of the outstanding balances of the term loan and revolving credit facility at December 31, 2017 and 2016 approximated par value based on current market rates for similar debt instruments and are classified as Level III within the fair value hierarchy.
On April 6, 2017, the Partnership borrowed $250.0 million against the $750.0 million revolving credit facility. This amount was repaid in full on June 2, 2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
CLO Term Loans
For certain of our CLOs, the Partnership finances a portion of its investment in the CLOs through the proceeds received from term loans with financial institutions. The Partnership's outstanding CLO term loans consist of the following (Dollars in millions):
|
| | | | | | | | | | | | | | |
| Formation Date | | Borrowing
Outstanding
December 31, 2017 | | | Borrowing Outstanding December 31, 2016 | | Maturity Date (1) | | Interest Rate as of December 31, 2017 | |
| October 3, 2013 | | $ | — |
| (2) | | $ | 13.2 |
| (2) | September 28, 2018 | | NA | (3) |
| June 7, 2016 | | 20.6 |
| | | 20.6 |
| | July 15, 2027 | | 3.16% | (4) |
| February 28, 2017 | | 74.3 |
| | | — |
| | September 21, 2029 | | 2.33% | (5) |
| April 19, 2017 | | 22.8 |
| | | — |
| | April 22, 2031 | | 3.29% | (6) (15) |
| June 28, 2017 | | 23.1 |
| | | — |
| | July 22, 2031 | | 3.29% | (7) (15) |
| July 20, 2017 | | 24.4 |
| | | — |
| | April 21, 2027 | | 2.90% | (8) (15) |
| August 2, 2017 | | 22.8 |
| | | — |
| | July 23, 2029 | | 3.17% | (9) (15) |
| August 2, 2017 | | 20.9 |
| | | — |
| | August 3, 2022 | | 1.75% | (10) |
| August 14, 2017 | | 22.6 |
| | | — |
| | August 15, 2030 | | 3.26% | (11) (15) |
| November 30, 2017 | | 22.7 |
| | | — |
| | January 16, 2030 | | 3.12% | (12) (15) |
| December 6, 2017 | | 19.1 |
| | | — |
| | October 16, 2030 | | 3.01% | (13) (15) |
| December 7, 2017 | | 21.2 |
| | | — |
| | January 19, 2029 | | 2.73% | (14) (15) |
| | | $ | 294.5 |
| | | $ | 33.8 |
| | | | | |
(1) Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2) Original borrowing of €12.6 million.
(3) Note paid off in 2017.
(4) Incurs interest at the weighted average rate of the underlying senior notes.
| |
| (5) | Original borrowing of €61.8 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement. |
| |
| (6) | Incurs interest at LIBOR plus 1.932%. |
| |
| (7) | Incurs interest at LIBOR plus 1.923%. |
| |
| (8) | Incurs interest at LIBOR plus 1.536%. |
| |
| (9) | Incurs interest at LIBOR plus 1.808%. |
| |
| (10) | Original borrowing of €17.4 million; incurs interest at LIBOR plus 1.75% and has full recourse to the Partnership. |
| |
| (11) | Incurs interest at LIBOR plus 1.848%. |
| |
| (12) | Incurs interest at LIBOR plus 1.7312%. |
| |
| (13) | Incurs interest at LIBOR plus 1.647%. |
| |
| (14) | Incurs interest at LIBOR plus 1.365%. |
| |
| (15) | Term loan issued under master credit agreement. |
The CLO term loans are secured by the Partnership's investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense on these term loans was not significant for the years ended December 31, 2017, 2016 and 2015. The fair value of the outstanding balance of the CLO term loans at December 31, 2017 and 2016 approximated par value based on current market rates for similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy.
European CLO Financing - February 28, 2017
On February 28, 2017, a subsidiary of the Partnership entered into a financing agreement with several financial institutions under which these financial institutions provided a €61.8 million term loan ($74.3 million at December 31, 2017) to the Partnership. This term loan is secured by the Partnership’s investments in the retained notes in certain European CLOs that were formed in 2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO retained notes have been redeemed. The Partnership may prepay the term loan in whole or in part at any time after the third anniversary of the date of issuance without penalty. Prepayment of the term loan within the first three years will
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
incur a penalty based on the prepayment amount. Interest on this term loan accrues at EURIBOR plus applicable margins (2.33% at December 31, 2017).
Master Credit Agreement - Term Loans
In January 2017, the Partnership entered into a master credit agreement with a financial institution under which the financial institution expects to provide term loans to the Partnership for the purchase of eligible interests in CLOs. This agreement will terminate in January 2020. Any term loan issued under this master credit agreement is secured by the Partnership’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Any term loan bears interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes and an applicable margin. Interest is due quarterly.
3.875% Senior Notes
In January 2013, an indirect finance subsidiary of the Partnership issued $500.0 million in aggregate principal amount of 3.875% senior notes due February 1, 2023 at 99.966% of par. Interest is payable semi-annually on February 1 and August 1, beginning August 1, 2013. This subsidiary may redeem the senior notes in whole at any time or in part from time to time at a price equal to the greater of 100% of the principal amount of the notes being redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semi-annual basis at the Treasury rate plus 30 basis points plus accrued and unpaid interest on the principal amounts being redeemed to the redemption date.
Interest expense on the notes was $19.8 million for the years ended December 31, 2017, 2016 and 2015. At December 31, 2017 and 2016, the fair value of the notes, including accrued interest, was approximately $520.4 million and $512.8 million, respectively, based on indicative quotes. The notes are classified as Level II within the fair value hierarchy.
5.625% Senior Notes
In March 2013, an indirect finance subsidiary of the Partnership issued $400.0 million in aggregate principal amount of 5.625% senior notes due March 30, 2043 at 99.583% of par. Interest is payable semi-annually on March 30 and September 30, beginning September 30, 2013. This subsidiary may redeem the senior notes in whole at any time or in part from time to time at a price equal to the greater of 100% of the principal amount of the notes being redeemed and the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semi-annual basis at the Treasury rate plus 40 basis points plus accrued and unpaid interest on the principal amounts being redeemed to the redemption date.
In March 2014, an indirect finance subsidiary of the Partnership issued $200.0 million of 5.625% Senior Notes due March 30, 2043 at 104.315% of par. These notes were issued as additional 5.625% Senior Notes and will be treated as a single class with the already outstanding $400.0 million aggregate principal amount of these senior notes.
Interest expense on the notes was $33.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017 and 2016, the fair value of the notes, including accrued interest, was approximately $696.3 million and $603.1 million, respectively, based on indicative quotes. The notes are classified as Level II within the fair value hierarchy.
Promissory Notes
Promissory Note Due January 1, 2022
On January 1, 2016, the Partnership issued a $120.0 million promissory note to BNRI as a result of a contingent consideration arrangement entered into in 2012 between the Partnership and BNRI as part of the Partnership's strategic investment in NGP (see Note 5). Interest on the promissory note accrues at the three month LIBOR plus 2.50% (4.19% at December 31, 2017). The Partnership may prepay the promissory note in whole or in part at any time without penalty. The promissory note is scheduled to mature on January 1, 2022. Interest expense on the promissory note was not significant for the year ended December 31, 2017. The fair value of the outstanding balance of the promissory note at December 31, 2017 approximated par value based on current market rates for similar debt instruments and is classified as Level III within the fair value hierarchy.
In December 2016, the Partnership repurchased $11.2 million of the promissory note for a purchase price of approximately $9.0 million. Approximately $108.8 million of the promissory note is outstanding at December 31, 2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Promissory Notes Due July 15, 2019
In June 2017, as part of the settlement with investors in two commodities investment vehicles managed by an affiliate of the Partnership (disclosed in Note 9), the Partnership issued a series of promissory notes, aggregating to $53.9 million, to the investors of these commodities investment vehicles. Interest on these promissory notes accrues at the three month LIBOR plus 2% (3.36% at December 31, 2017). The Partnership may prepay these promissory notes in whole or in part at any time without penalty. In October 2017, the Partnership repaid $6.7 million of these promissory notes. Accordingly, $47.2 million of these promissory notes are outstanding at December 31, 2017. These promissory notes are scheduled to mature on July 15, 2019. Interest expense on these promissory notes was not significant for the year ended December 31, 2017. The fair value of the outstanding balance of these promissory notes at December 31, 2017 approximated par value based on current market rates for similar debt instruments and is classified as Level III within the fair value hierarchy.
Debt Covenants
The Partnership is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Partnership is also subject to various non-financial covenants under its loan agreements and the indentures governing its senior notes. The Partnership was in compliance with all financial and non-financial covenants under its various loan agreements as of December 31, 2017.
Loans Payable of Consolidated Funds
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the consolidated balance sheets.
As of December 31, 2017 and 2016, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):
|
| | | | | | | | | | | | | | |
| | As of December 31, 2017 |
| | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years |
| Senior secured notes | $ | 4,128.3 |
| | $ | 4,100.5 |
| | 2.16 | % | |
| | 11.44 |
| Subordinated notes, preferred shares, and other | 195.2 |
| | 203.3 |
| | N/A |
| | (a) | | 9.85 |
| Total | $ | 4,323.5 |
| | $ | 4,303.8 |
| | | | | | |
|
| | | | | | | | | | | | | | |
| | As of December 31, 2016 |
| | Borrowing
Outstanding | | Fair Value | | Weighted
Average
Interest Rate | | | | Weighted
Average
Remaining
Maturity in
Years |
| Senior secured notes | $ | 3,681.0 |
| | $ | 3,672.5 |
| | 2.45 | % | |
| | 10.22 |
| Subordinated notes, preferred shares, and other | 195.6 |
| | 193.8 |
| | N/A |
| | (a) | | 9.26 |
| Total | $ | 3,876.6 |
| | $ | 3,866.3 |
| | | | | | |
| |
| (a) | The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs. |
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of December 31, 2017 and 2016, the fair value of the CLO assets was $4.9 billion and $4.7 billion, respectively.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
8.Accrued Compensation and Benefits
Accrued compensation and benefits consist of the following:
|
| | | | | | | |
| | As of December 31, |
| | 2017 | | 2016 |
| | (Dollars in millions) |
| Accrued performance fee-related compensation | $ | 1,894.8 |
| | $ | 1,307.4 |
|
| Accrued bonuses | 202.6 |
| | 177.2 |
|
| Other | 125.2 |
| | 177.2 |
|
| Total | $ | 2,222.6 |
| | $ | 1,661.8 |
|
Certain employees of AlpInvest are covered by defined benefit pension plans sponsored by AlpInvest. As of December 31, 2017 and 2016, the benefit obligation of those pension plans totaled approximately $73.4 million and $61.9 million, respectively. As of December 31, 2017 and 2016, the fair value of the plans’ assets was approximately $56.3 million and $46.3 million, respectively. At December 31, 2017 and 2016, the Partnership recognized a liability of $17.1 million and $15.6 million, respectively, representing the funded status of the plans, which was included in accrued compensation and benefits in the accompanying consolidated financial statements. For the years ended December 31, 2017, 2016 and 2015, the net periodic benefit cost recognized was $4.2 million, $2.5 million and $2.8 million, respectively, which is included in base compensation expense in the accompanying consolidated financial statements. No other employees of the Partnership are covered by defined benefit pension plans.
9.Commitments and Contingencies
Capital Commitments
The Partnership and its unconsolidated affiliates have unfunded commitments to entities within the following segments as of December 31, 2017 (Dollars in millions):
|
| | | |
| | Unfunded |
| | Commitments |
| Corporate Private Equity | $ | 2,354.2 |
|
| Real Assets | 812.0 |
|
| Global Credit | 526.0 |
|
| Investment Solutions | 146.5 |
|
| Total | $ | 3,838.7 |
|
Of the $3.8 billion of unfunded commitments, approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Partnership. In addition to these unfunded commitments, the Partnership may from time to time exercise its right to purchase additional interests in its investment funds that become available in the ordinary course of their operations.
Guaranteed Loans
On August 4, 2001, the Partnership entered into an agreement with a financial institution pursuant to which the Partnership is the guarantor on a credit facility for eligible employees investing in Carlyle sponsored funds. This credit facility renews on an annual basis, allowing for annual incremental borrowings up to an aggregate of $11.3 million, and accrues interest at the lower of the prime rate, as defined, or three-month LIBOR plus 3%, reset quarterly (4.34% weighted-average rate at December 31, 2017). As of December 31, 2017 and 2016, approximately $13.3 million and $9.6 million, respectively, were outstanding under the credit facility and payable by the employees. The amount funded by the Partnership under this guarantee as of December 31, 2017 was not material. The Partnership believes the likelihood of any material funding under this guarantee to be remote. The fair value of this guarantee is not significant to the consolidated financial statements.
Certain consolidated subsidiaries of the Partnership are the guarantor of revolving credit facilities for certain funds in the Investment Solutions segment. The guarantee is limited to the lesser of the total amount drawn under the credit facilities or
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
the NAV of the guarantor subsidiaries, which was approximately $7.3 million as of December 31, 2017. The outstanding balances are secured by uncalled capital commitments from the underlying funds and the Partnership believes the likelihood of any material funding under this guarantee to be remote.
Contingent Obligations (Giveback)
A liability for potential repayment of previously received performance fees of $66.8 million at December 31, 2017, is shown as accrued giveback obligations in the consolidated balance sheets, representing the giveback obligation that would need to be paid if the funds were liquidated at their current fair values at December 31, 2017. However, the ultimate giveback obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early payment is agreed upon by the fund's partners (see Note 2). The Partnership has recorded $5.1 million and $5.6 million of unbilled receivables from former and current employees and senior Carlyle professionals as of December 31, 2017 and 2016, respectively, related to giveback obligations, which are included in due from affiliates and other receivables, net in the accompanying consolidated balance sheets. The receivables are collateralized by investments made by individual senior Carlyle professionals and employees in Carlyle-sponsored funds. In addition, $247.6 million and $356.9 million have been withheld from distributions of carried interest to senior Carlyle professionals and employees for potential giveback obligations as of December 31, 2017 and 2016, respectively. Such amounts are held on behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and are held by entities not included in the accompanying consolidated balance sheets. Current and former senior Carlyle professionals and employees are personally responsible for their giveback obligations. As of December 31, 2017, approximately $37.9 million of the Partnership's accrued giveback obligation is the responsibility of various current and former senior Carlyle professionals and other limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation attributable to Carlyle Holdings is $28.9 million.
If, at December 31, 2017, all of the investments held by the Partnership’s Funds were deemed worthless, a possibility that management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be $0.7 billion, on an after-tax basis where applicable.
Leases
The Partnership leases office space in various countries around the world and maintains its headquarters in Washington, D.C., where it leases its primary office space under a non-cancelable lease agreement expiring on July 31, 2026. Office leases in other locations expire in various years from 2018 through 2032. These leases are accounted for as operating leases. Rent expense was approximately $56.6 million, $55.0 million and $56.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in general, administrative and other expenses in the consolidated statements of operations.
The future minimum commitments for the leases are as follows (Dollars in millions):
|
| | | |
| | |
| 2018 | $ | 47.9 |
|
| 2019 | 48.9 |
|
| 2020 | 48.4 |
|
| 2021 | 44.1 |
|
| 2022 | 41.0 |
|
| Thereafter | 295.7 |
|
| | $ | 526.0 |
|
The Partnership records contractual escalating minimum lease payments on a straight-line basis over the term of the lease. Deferred rent payable under the leases was $62.9 million and $60.3 million as of December 31, 2017 and 2016, respectively, and is included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Legal Matters
In the ordinary course of business, the Partnership is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Certain of these matters are described below. The Partnership is not currently able to estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not been resolved. The Partnership does not believe it is probable that the outcome of any existing litigation, investigations, disputes or other potential claims will materially affect the Partnership or these financial statements in excess of amounts accrued. The Partnership believes that the claims asserted against the Partnership in the pending litigation matters described below are without merit and intends to vigorously contest such allegations.
Along with many other companies and individuals in the financial sector, the Partnership and Carlyle Mezzanine Partners, L.P. (“CMP”) are named as defendants in Foy v. Austin Capital, a case filed in June 2009 in state court in New Mexico, which purports to be a qui tam suit on behalf of the State of New Mexico under the state Fraud Against Taxpayers Act (“FATA”). The suit alleges that investment decisions by New Mexico public investment funds were improperly influenced by campaign contributions and payments to politically connected placement agents. The plaintiffs seek, among other things, actual damages for lost income, rescission of the investment transactions described in the complaint and disgorgement of all fees received. In September 2017, the Court dismissed the lawsuit and the plaintiffs then filed an appeal seeking to reverse that decision. The Attorney General may also pursue its own recovery from the defendants in the action.
Carlyle Capital Corporation Limited (“CCC”) was a fund sponsored by the Partnership that invested in AAA-rated residential mortgage backed securities on a highly leveraged basis. In March of 2008, amidst turmoil throughout the mortgage markets and money markets, CCC filed for insolvency protection in Guernsey. The Guernsey liquidators who took control of CCC in March 2008 filed a suit on July 7, 2010 against the Partnership, certain of its affiliates and the former directors of CCC in the Royal Court of Guernsey seeking more than $1.0 billion in damages in a case styled Carlyle Capital Corporation Limited v. Conway et al. On September 4, 2017, the Royal Court of Guernsey ruled that the Partnership and Directors of CCC acted reasonably and appropriately in the management and governance of CCC and that none of the Partnership, its affiliates or former directors of CCC had any liability. In December 2017, the plaintiff filed a notice of appeal of the trial court decision and the Partnership is preparing its response. The Partnership may be entitled to receive additional amounts from the plaintiff as reimbursement of legal fees and expenses incurred to defend against the claims. In December 2017, the Partnership received approximately $29.8 million from the plaintiff as a deposit towards its obligations to reimburse the Partnership for such expenses, but such amount is subject to repayment pending a final determination of the correct reimbursement amount and the ultimate outcome of the appeal process.
Cobalt International Energy, Inc. ("Cobalt") was a portfolio company owned by two of our Legacy Energy funds and funds advised by certain other private equity sponsors. Cobalt filed for bankruptcy protection on December 14, 2017. A federal securities class action against Cobalt (In re Cobalt International Energy, Inc. Securities Litigation) was filed in November 2014 in the U.S. District Court for the Southern District of Texas, seeking monetary damages and alleging that Cobalt and its directors made misrepresentations in certain of Cobalt’s securities offering filings relating to: (i) the value of oil reserves in Angola for which Cobalt had acquired drilling concessions, and (ii) its compliance with the Foreign Corrupt Practices Act regarding its operations in Angola and a U.S. government investigation regarding the same. The securities class action also named as co-defendants certain securities underwriters and the five private equity sponsors of Cobalt, including Riverstone and the Partnership. The class action alleged that the Partnership has liability as a "control person" for the alleged misrepresentations in Cobalt's securities offerings as well as insider trading liability. The federal court dismissed the insider trading claim against the Partnership. In addition to the class action in federal court, a class action claim was also filed in Texas state court in Houston (Ira Gaines v. Joseph Bryant, et al.) on similar grounds, alleging derivative claims that Cobalt and the private equity sponsors breached their fiduciary duties by engaging in insider trading. No Partnership employee served as a director or executive of Cobalt, and we vigorously contest all allegations made against the Partnership.
From 2007 to 2009, a Luxembourg subsidiary of CEREP I, a real estate fund, received proceeds from the sale of real estate located in Paris, France. Based on a provision in the Luxembourg-France tax treaty, it did not report or pay tax in France on gain from the sale. The relevant French tax authorities have asserted that CEREP I was ineligible to claim certain exemptions from French tax under the Luxembourg-French tax treaty, and have issued a tax assessment seeking to collect approximately €97.0 million, consisting of taxes, interest and penalties. Additionally, the French Ministry of Justice has commenced an investigation regarding the legality under French law of claiming the exemptions under the tax treaty.
CEREP I and its subsidiaries are contestingIn April 2015, the French tax assessment. An income tax hearing on these matters will be held on March 11, 2015court issued an opinion in frontthis matter that was adverse to CEREP I, holding the Luxembourg property company liable for approximately €105 million (including interest accrued since the beginning of the Administrative Courttax dispute). CEREP I paid approximately €30 million of Paris. In July 2012,the tax obligations and the Partnership providedpaid the remaining approximately €75 million in its capacity as a guaranteeguarantor. The Partnership disagreed with the outcome and filed a petition of appeal. In December 2017, the Partnership was successful on its appeal, with the French appellate court reversing the earlier tax court opinion and awarding the Partnership a
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
refund of the full €105 million of tax and penalties (inclusive of amounts paid by CEREP I) and awarding interest on the refund (which is estimated to be approximately €12.5 million, before tax). The appellate decision remains subject to the possibility of a further appeal, but the French tax authorities have not given notice as credit supportto whether they will pursue such a further appeal. Pending receipt of the refund and a final determination on any further appeal, the Partnership has not recognized income in respect of the refund as of December 31, 2017.
The Partnership currently is and expects to continue to be, from time to time, subject to examinations, formal and informal inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to, the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association and the U.K. Financial Conduct Authority. The Partnership routinely cooperates with such examinations, inquiries and investigations, and they may result in the commencement of civil, criminal, or administrative or other proceedings against the Partnership or its personnel. For example, among various other requests for information, the SEC has requested information about: (i) the Partnership's historical practices relating to the acceleration of monitoring fees received from certain of the Partnership's funds' portfolio companies, and (ii) the Partnership's relationship with a third-party investment adviser to a registered investment company that has invested in various investment funds sponsored by the Partnership. The Partnership is cooperating fully with the SEC's inquiries.
During the year, the Partnership entered into settlement and purchase agreements with investors in a hedge fund and two structured finance vehicles managed by Vermillion related to investments of approximately $400 million in petroleum commodities that the Partnership believes were misappropriated by third parties outside the U.S. In total, the Partnership paid $265 million ($165 million of which was paid in 2017 with the remaining $100 million paid in 2016) to fully resolve all claims related to these matters and issued promissory notes in the aggregate amount of $54 million to repurchase the investors' interests in the two structured finance vehicles. In connection with these settlements, the Partnership also acquired certain rights to receive a portion of any proceeds obtained from marine cargo insurance policies and other efforts to pursue reimbursement for the €45.7misappropriation of petroleum. In the year ended December 31, 2017, the Partnership recognized $177 million, tax assessment andnet of related recovery costs, in October 2012, placed an additional €4.4 million in escrow, in each case,general liability insurance proceeds related to CEREP I. The Partnership expects to incur costs on behalf of CEREP I and its related entities. The Partnership will attempt to recover any amounts advanced or paid from proceeds of subsequent portfolio dispositions by CEREP I. The amount of any unrecoverable costs that may be incurred by the Partnershipthese settlements.
It is not estimable at this time. Commencing withpossible to predict the issuanceultimate outcome of all pending investigations and legal proceedings and employment-related matters, and some of the credit supportmatters discussed above involve claims for potentially large and/or indeterminate amounts of damages. Based on behalfinformation known by management, management does not believe that as of CEREP I in July 2012, the Partnership consolidateddate of this filing the fund into itsfinal resolutions of the matters above will have a material effect upon the Partnership’s condensed consolidated financial statements. However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Partnership's financial results in any particular period.
The Partnership accrues an estimated loss contingency liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. As of December 31, 2014, CEREP I2017, the Partnership had recorded liabilities aggregating to approximately $35 million for litigation-related contingencies, regulatory examinations and inquiries, and other matters. The Partnership evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its loss contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on management's best judgment after consultation with counsel. There is no assurance that the Partnership's accruals for loss contingencies will not need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate resolution of these matters will not significantly exceed the accruals that the Partnership has recorded.
Transaction with Claren Road
On December 12, 2016, the Partnership signed an agreement with the founders of Claren Road Asset Management, LLC and its subsidiaries (collectively, “Claren Road”) to transfer all of the Partnership's 63% ownership interest in Claren Road to its founders. As a result of the transaction, the Partnership is also relieved of all of its obligations under the 2010 acquisition agreement, including any potential future obligations thereunder. This transaction closed on January 31, 2017. The Partnership recorded additional base compensation expense of approximately $25.0 million in the year ended December 31, 2016 associated with the transfer of the interests to Claren Road in addition to the disposition of approximately $4.4 million of intangible assets and approximately $10.8 million of potential future obligations. The remaining income before provision for income taxes for the year ended December 31, 2016 was not material. Claren Road was part of the Partnership's Global Credit segment.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Transaction with ESG
On October 31, 2016, the Partnership closed a transaction with the founders of Emerging Sovereign Group and its subsidiaries and affiliates (collectively,“ESG”) and transferred the Partnership's 55% ownership interest in ESG to its founders. Prior to the transaction closing, the carrying value of the contingent consideration liability for the Partnership's obligation to purchase the 45% ownership interest in 2020 (or after) was $49.5 million (substantially all of which was included in accrued €75.0compensation and benefits in the accompanying consolidated balance sheet) and the Partnership also had $22.4 million ($90.8of intangible assets and $28.0 million of goodwill related to its 2011 acquisition of its 55% ownership interest in ESG as of October 31, 2016, all of which was disposed of upon the transaction closing. ESG's income before provision for income taxes for the year ended December 31, 2014) related2016 was not material to this contingency, which is included in other liabilities of Consolidated Funds in the Partnership's consolidated financial statements. AsThere was no material gain or loss associated with the transfer of December 31, 2014, CEREP I had total assetsthe interests to ESG. ESG was part of $31.8 million, consisting principally of cash, total liabilities of $91.4 million, and a deficit in partners' capital of $59.6 million.the Partnership's Global Credit segment.
Indemnifications
In the normal course of business, the Partnership and its subsidiaries enter into contracts that contain a variety of representations and warranties and provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Partnership that have not yet occurred. However, based on experience, the Partnership believes the risk of material loss to be remote.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Risks and Uncertainties
Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the underlying investees conduct their operations, as well as general economic conditions, may have a significant negative impact on the Partnership’s investments and profitability. Such events are beyond the Partnership’s control, and the likelihood that they may occur and the effect on the Partnership cannot be predicted.
Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties, including among others currency fluctuations and natural disasters.
The Partnership and the funds make investments outside of the United States. Investments outside the U.S.United States may be subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio company to adversely impact the Partnership or an unrelated fund or portfolio company). Non-U.S. investments are subject to the same risks associated with the Partnership’s U.S. investments as well as additional risks, such as fluctuations in foreign currency exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability, difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide variety of foreign laws.
Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as concentrations of investments in certain industries and geographies.
Additionally, the Partnership encounters credit risk. Credit risk is the risk of default by a counterparty in the Partnership’s investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s inability or unwillingness to make required or expected payments.
The Partnership considers cash, cash equivalents, securities, receivables, equity-methodequity method investments, accounts payable, accrued expenses, other liabilities, loans, payable, senior notes, assets and liabilities of Consolidated Funds and contingent and other consideration for acquisitions to be its financial instruments. Except for the senior notes, the carrying amounts reported in the consolidated balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior notes is disclosed in Note 8.7.
Termination Costs
Employee and office lease termination costs are included in accrued compensation and benefits and accounts payable, accrued expenses and other liabilities in the consolidated balance sheets as well as base compensation and general, administrative and other expenses in the consolidated statements of operations. As of December 31, 2014 and 2013, the accrual for termination costs primarily represents (1) lease obligations associated with closed offices, and (2) severance costs related to terminated employees, which represents management’s estimate of the total amount expected to be incurred. The changes in the accrual for termination costs for the years ended December 31, 2014, 2013 and 2012 are as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| | (Dollars in millions) |
| Balance, beginning of period | $ | 10.6 |
| | $ | 13.6 |
| | $ | 15.2 |
|
| Compensation expense | 10.1 |
| | 6.4 |
| | 5.4 |
|
| Contract termination costs | 0.2 |
| | 0.1 |
| | 0.5 |
|
| Costs paid or settled | (8.2 | ) | | (9.5 | ) | | (7.5 | ) |
| Balance, end of period | $ | 12.7 |
| | $ | 10.6 |
| | $ | 13.6 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
12.10. Related Party Transactions
Due from Affiliates and Other Receivables, Net
The Partnership had the following due from affiliates and other receivables at December 31, 20142017 and 2013:
2016:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Unbilled receivable for giveback obligations from current and former employees | $ | 27.7 |
| | $ | 17.6 |
| $ | 5.1 |
| | $ | 5.6 |
|
| Notes receivable and accrued interest from affiliates | 11.1 |
| | 15.4 |
| 22.8 |
| | 37.6 |
|
| Other receivables from unconsolidated funds and affiliates, net | 160.6 |
| | 142.9 |
| 229.2 |
| | 184.0 |
|
| Total | $ | 199.4 |
| | $ | 175.9 |
| $ | 257.1 |
| | $ | 227.2 |
|
Notes receivable represent loans that the Partnership has provided to certain unconsolidated funds to meet short-term obligations to purchase investments. Other receivables from certain of the unconsolidated funds and portfolio companies relate to management fees receivable from limited partners, advisory fees receivable and expenses paid on behalf of these entities. These costs represent costs related to the pursuit of actual or proposed investments, professional fees and expenses associated with the acquisition, holding and disposition of the investments. The affiliates are obligated at the discretion of the Partnership to reimburse the expenses. Based on management’s determination, the Partnership accrues and charges interest on amounts due from affiliate accounts at interest rates ranging up to 7.19%7.07% as of December 31, 2014.2017. The accrued and charged interest to the affiliates was not significant for any period presented.
These receivables are assessed regularly for collectability and amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such amounts were not significant for any period presented.
Due to Affiliates
The Partnership had the following due to affiliates balances at December 31, 20142017 and 2013:2016:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Due to affiliates of Consolidated Funds | $ | 0.6 |
| | $ | 51.8 |
| $ | — |
| | $ | 0.2 |
|
| Due to non-consolidated affiliates | 37.1 |
| | 130.2 |
| 75.7 |
| | 29.7 |
|
| Performance-based contingent cash and equity consideration related to acquisitions | 43.6 |
| | 167.9 |
| |
| Performance-based contingent cash consideration related to acquisitions | | 37.5 |
| | 36.1 |
|
| Amounts owed under the tax receivable agreement | 89.0 |
| | 33.1 |
| 94.0 |
| | 137.8 |
|
| Other | 13.9 |
| | 20.7 |
| 22.7 |
| | 19.8 |
|
| Total | $ | 184.2 |
| | $ | 403.7 |
| $ | 229.9 |
| | $ | 223.6 |
|
The Partnership has recorded obligations for amounts due to certain of its affiliates. The Partnership periodically offsets expenses it has paid on behalf of its affiliates against these obligations. The amount owed under the tax receivable agreement is related primarily to the acquisition by the Partnership of 9,300,000 Carlyle Holdings partnership units in June 2015 and March 2014, (see Note 1), as well asrespectively, the exchange in May 2012 by CalPERS of its Carlyle Holdings partnership units for Partnership common units.
Distribution of Investments
In conjunction with the reorganization that occurred on May 2, 2012units, as well as certain unit exchanges by senior Carlyle professionals which began in 2017 (see Note 1), on March 31, 2012, the Partnership distributed certain investments in or alongside Carlyle funds that were funded by certain existing and former owners of the Partnership indirectly through the Partnership. These investments, totaling $127.7 million, were distributed by the Partnership
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
so that they are now held directly by such persons and are no longer consolidated in the accompanying consolidated financial statements.14).
Other Related Party Transactions
In the normal course of business, the Partnership has made use of aircraft owned by entities controlled by senior Carlyle professionals. The senior Carlyle professionals paid for their purchases of the aircraft and bear all operating, personnel and maintenance costs associated with their operation for personal use. Payment by the Partnership for the business use of these aircraft by senior Carlyle professionals and other employees, which is made at market rates, which totaled $5.2$5.4 million, $7.4$4.8 million
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
and $8.2$4.4 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively. These fees are included in general, administrative, and other expenses in the consolidated statements of operations.
Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay management or performance fees, however, Carlyle professionals and employees are required to pay their portion of partnership expenses.
Carried interest income from the funds can be distributed to senior Carlyle professionals and employees on a current basis, but is subject to repayment by the subsidiary of the Partnership that acts as general partner of the fund in the event that certain specified return thresholds are not ultimately achieved. The senior Carlyle professionals and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions received.
The Partnership does business with some of its portfolio companies; all such arrangements are on a negotiated basis.
Substantially all revenue is earned from affiliates of Carlyle.
13.11. Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction takes effect on January 1, 2018. As a result of the reduction of the federal corporate income tax rate, the Partnership revalued its deferred tax assets and liabilities as of December 31, 2017 using the newly enacted rate. The revaluation resulted in the recognition of additional provision for income taxes of approximately $113.0 million. In addition, the Partnership's tax receivable agreement liability was reduced by approximately $71.5 million due to the reduction in expected future benefits owed to the limited partners of Carlyle Holdings resulting from the decrease in the federal corporate income tax rate. The reduction in the tax receivable agreement liability resulting from the Act is included in other non-operating income in the consolidated statements of operations. The SEC Staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) in December 2017, which allows for reporting provisional amounts during a measurement period until the evaluation is complete. The Partnership assessed the potential impact of the Act on its consolidated financial statements at December 31, 2017 and believes the material provisions have been properly considered. The Partnership will continue to evaluate the provisions of the Act and the impact of any future authoritative guidance.
The provision for income taxes consists of the following:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Current | | | | | | | | | | |
| Federal income tax | $ | 3.2 |
| | $ | 2.2 |
| | $ | 5.1 |
| $ | (6.2 | ) | | $ | 0.4 |
| | $ | 0.7 |
|
| State and local income tax | 8.2 |
| | 5.2 |
| | 7.8 |
| (0.2 | ) | | (0.4 | ) | | 4.9 |
|
| Foreign income tax | 54.1 |
| | 44.0 |
| | 34.1 |
| 38.8 |
| | 34.9 |
| | 27.4 |
|
| Subtotal | 65.5 |
| | 51.4 |
| | 47.0 |
| 32.4 |
| | 34.9 |
| | 33.0 |
|
| Deferred | | | | | | | | | | |
| Federal income tax | (5.2 | ) | | (1.5 | ) | | (8.3 | ) | 106.2 |
| | (9.8 | ) | | (36.7 | ) |
| State and local income tax | 2.9 |
| | 8.7 |
| | (3.6 | ) | (2.7 | ) | | (1.3 | ) | | (2.6 | ) |
| Foreign income tax | 13.6 |
| | 37.6 |
| | 5.3 |
| (11.0 | ) | | 6.2 |
| | 8.4 |
|
| Subtotal | 11.3 |
| | 44.8 |
| | (6.6 | ) | 92.5 |
| | (4.9 | ) | | (30.9 | ) |
| Total provision for income taxes | $ | 76.8 |
| | $ | 96.2 |
| | $ | 40.4 |
| $ | 124.9 |
| | $ | 30.0 |
| | $ | 2.1 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
A summary of the tax effects of the temporary differences is as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 |
| 2013 | 2017 |
| 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Deferred tax assets |
| |
|
| |
|
| Federal foreign tax credit | $ | 3.8 |
| | $ | 2.0 |
| $ | 11.9 |
| | $ | 12.8 |
|
| Federal net operating loss carry forward | | 22.8 |
| | 12.1 |
|
| State net operating loss carry forwards | 3.6 |
| | 3.4 |
| 11.8 |
| | 4.3 |
|
| Tax basis goodwill and intangibles | 99.4 |
| | 36.7 |
| 98.2 |
| | 149.8 |
|
| Depreciation and amortization | 38.6 |
| | 21.1 |
| 16.6 |
| | 25.3 |
|
| Deferred restricted common unit compensation | 12.6 |
| | 6.4 |
| 9.4 |
| | 12.1 |
|
| Accrued compensation | 37.6 |
| | 20.2 |
| 31.0 |
| | 25.0 |
|
| Basis difference in investments | | 24.4 |
| | 34.0 |
|
| Other | 0.6 |
| | 8.5 |
| 24.3 |
| | 25.5 |
|
| Deferred tax assets before valuation allowance | 196.2 |
| | 98.3 |
| 250.4 |
| | 300.9 |
|
| Valuation allowance | (29.7 | ) | | (21.7 | ) | (27.3 | ) | | (21.8 | ) |
| Total deferred tax assets | $ | 166.5 |
| | $ | 76.6 |
| $ | 223.1 |
| | $ | 279.1 |
|
Deferred tax liabilities (1) |
| |
|
| |
|
| Intangible assets | $ | 19.4 |
| | $ | 16.7 |
| $ | 4.8 |
| | $ | 5.5 |
|
| Unrealized appreciation on investments | 126.3 |
| | 102.0 |
| 121.0 |
| | 111.0 |
|
| Other | 2.0 |
| | 2.1 |
| 2.5 |
| | 4.8 |
|
| Total deferred tax liabilities | $ | 147.7 |
| | $ | 120.8 |
| $ | 128.3 |
| | $ | 121.3 |
|
| Net deferred tax assets (liabilities) | $ | 18.8 |
| | $ | (44.2 | ) | $ | 94.8 |
| | $ | 157.8 |
|
| |
| (1) | As of December 31, 20142017 and 2013, $35.52016, $52.7 million and $17.2$44.7 million, respectively, of deferred tax liabilities were offset and presented as a single deferred tax asset amount on the Partnership’s balance sheet.sheet as these deferred tax assets and liabilities relate to the same jurisdiction. |
As of December 31, 2014,2017, the CompanyPartnership has a federal net operating loss carry forward of approximately $108.6 million and cumulative net operating loss carry forwards of approximately $105.7$197.1 million for separate state tax jurisdictions, which will be available to offset future taxable income. If not used, a portion of thesethe federal and state carry forwards will expire in 20342035 and years forward.forward and 2020 and years forward, respectively. As of December 31, 2014,2017, the CompanyPartnership had a federal foreign tax credit (“FTC”) carryforward of $3.8$11.9 million. The FTCs are related to taxes paid in various foreign jurisdictions and if not utilized a portion will expire in 20242023 and years forward.
The Partnership had $131.0$170.4 million and $59.4$234.4 million in deferred tax assets as of December 31, 20142017 and 2013,2016, respectively. These deferred tax assets resulted primarily from future amortization of tax basis intangible assets generated from exchanges covered by the Tax Receivable Agreement (see Note 2) and acquisitions by the Partnership and temporary differences between the financial statement and tax bases of depreciation on fixed assets and accrued compensation on lower-tier partnerships. The realization of the deferred tax assets is dependent on the Partnership’s future taxable income before deductions related to the establishment of its deferred tax assets. The deferred tax asset balance is comprised of a portion that would be realized in connection with future ordinary income and a portion that would be realized in connection with future capital gains.
The Partnership evaluated various sources of evidence in determining the ultimate realizability of its deferred tax assets including the character and timing of projected future taxable income. During 20142017 and 2013,2016, a Partnership entity subject to entity level income tax in certain states incurred a significant tax loss. Management evaluated specific factors associated with the realizability of its net operating losses and the entity’s deferred tax assets and determined that it is more likely than not that
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
the Partnership will not realize these tax assets. Additionally, the Partnership determined that a portion of the US federal FTC carryforward earned in 2013 and 2014forward will not ultimately be realized due to federal limitations on FTC utilization. As of December 31, 20142017 and 2013,2016, the Partnership has established a valuation allowance of $29.7$27.3 million and $21.7$21.8 million, respectively, for these items. For all other deferred tax assets, the Partnership has concluded it is more likely than not that they will be realized and that a valuation allowance is not needed at December 31, 2014.2017.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The Partnership had deferred tax liabilities of $112.2$75.6 million and $103.6$76.6 million at December 31, 20142017 and 2013,2016, respectively, which primarily relate to unrealized appreciation on the Partnership’s investments in the U.S. and in the Netherlands. Deferred tax liabilities related to unrealized appreciation were also recorded for outside tax basis differences as a result of the Partnership’s investment in Carlyle Holdings (see Note 1). The deferred tax liabilities related to intangible assets were recorded as part of the Partnership’s business acquisitions.
The Partnership’s income tax expense was $76.8$124.9 million, $96.2$30.0 million and $40.4$2.1 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively. The following table reconciles the provision for income taxes to the U.S. Federal statutory tax rate:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 |
| 2013 |
| 2012 | 2017 | | 2016 | | 2015 |
| Statutory U.S. federal income tax rate | 35.00 | % |
| 35.00 | % |
| 35.00 | % | 35.00 | % | | 35.00 | % | | 35.00 | % |
Income passed through to common unitholders and non-controlling interest holders(1) | (28.56 | )% |
| (29.23 | )% |
| (34.58 | )% | (31.55 | )% | | (40.00 | )% | | (40.64 | )% |
| Unvested Carlyle Holdings partnership units | 2.92 | % |
| 2.03 | % |
| 1.72 | % | |
| Reduction in U.S. corporate tax rate | | 7.77 | % | | — | % | | — | % |
| Unvested Carlyle Holdings partnership units and other compensation | | 1.45 | % | | 36.74 | % | | 1.87 | % |
| Foreign income taxes | (1.90 | )% |
| (1.88 | )% |
| (0.41 | )% | 0.12 | % | | 28.75 | % | | 1.61 | % |
| State and local income taxes | 0.25 | % |
| 0.17 | % |
| 0.20 | % | (0.19 | )% | | (6.70 | )% | | 4.13 | % |
| Valuation allowance establishment impacting provision for income taxes | 0.43 | % |
| 1.50 | % |
| — |
| |
| Interest expense | (0.41 | )% |
| (0.26 | )% |
| (0.10 | )% | |
| Valuation allowance impacting provision for income taxes | | 0.07 | % | | 16.84 | % | | (3.88 | )% |
| Other adjustments | 0.01 | % |
| (0.67 | )% |
| (0.17 | )% | (1.64 | )% | | (4.40 | )% | | 2.43 | % |
Effective income tax rate(2) | 7.74 | % |
| 6.66 | % |
| 1.66 | % | 11.03 | % | | 66.23 | % | | 0.52 | % |
| |
| (1) | The Partnership is organized as a series of pass through entities pursuant to the United States Internal Revenue Code. As such, the Partnership is not responsible for the tax liability due on certain income earned during the year. Such income is taxed at the unitholder and non-controlling interest holder level, and any income tax is the responsibility of the unitholders and is paid at that level. |
| |
| (2) | The effective income tax rate is calculated on income before provision for income taxes. The effective tax rate is impacted by a variety of factors, including, but not limited to, changes in the sources of income or loss during the period and whether such income or loss is attributable to the Partnership's taxable subsidiaries. |
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Partnership has recorded a liability for uncertain tax positions of $18.7$12.3 million and $13.8$19.0 million as of December 31, 20142017 and 2013,2016, respectively, which is reflected in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. These balances include $4.9$3.4 million and $4.5$6.0 million as of December 31, 20142017 and 2013,2016, related to interest and penalties associated with uncertain tax positions. If recognized, $15.3$12.3 million of uncertain tax positions would be recorded as a reduction in the provision for income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of penalties and interest, is as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 |
| 2013 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Balance at January 1 | $ | 9.3 |
|
| $ | 12.4 |
| $ | 13.0 |
| | $ | 13.1 |
| | $ | 13.8 |
|
| Additions based on tax positions related to current year | 3.7 |
| | — |
| |
| Additions for tax positions of prior years | 3.3 |
| | — |
| 1.6 |
| | 1.3 |
| | (0.7 | ) |
| Reductions for tax position of prior years | — |
|
| (0.6 | ) | |
| Reductions due to lapse of statute of limitations | (2.5 | ) |
| (2.5 | ) | (5.7 | ) | | (1.4 | ) | | — |
|
| Balance at December 31 | $ | 13.8 |
|
| $ | 9.3 |
| $ | 8.9 |
| | $ | 13.0 |
| | $ | 13.1 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
In the normal course of business, the Partnership is subject to examination by federal and certain state, local and foreign tax regulators. AsWith a few exceptions, as of December 31, 2014,2017, the Partnership’s U.S. federal income tax returns for the years 20112014 through 20132016 are open under the normal three years statute of limitations and therefore subject to examination. State and local tax
The Carlyle Group L.P.
Notes returns are generally subject to the Consolidated Financial Statements
audit from 2013 to 2016. Foreign tax returns are generally subject to audit from 2010 to 2013. Foreign tax returns are generally subject to audit from 2007 to 2013.2016. Certain of the Partnership’s foreign subsidiariesaffiliates are currently under audit by federal, state and foreign tax authorities. Currently. the Internal Revenue Service is examining the tax returns of certain subsidiaries for the 2013, 2014, and 2015 years.
The Partnership does not believe that the outcome of these audits will require it to record reserves for uncertain tax positions or that the outcome will have a material impact on the consolidated financial statements. The Partnership does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
14.12. Non-controlling Interests in Consolidated Entities
The components of the Partnership’s non-controlling interests in consolidated entities are as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2017 | | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Non-Carlyle interests in Consolidated Funds | $ | 6,160.1 |
| | $ | 7,354.0 |
| $ | 13.3 |
| | $ | 13.5 |
|
| Non-Carlyle interests in majority-owned subsidiaries | 301.4 |
| | 279.6 |
| 386.5 |
| | 331.7 |
|
| Non-controlling interest in carried interest and cash held for carried interest distributions | (15.1 | ) | | 63.0 |
| |
| Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions | | 4.9 |
| | (67.4 | ) |
| Non-controlling interests in consolidated entities | $ | 6,446.4 |
| | $ | 7,696.6 |
| $ | 404.7 |
| | $ | 277.8 |
|
The components of the Partnership’s non-controlling interests in income of consolidated entities are as follows:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Non-Carlyle interests in Consolidated Funds | $ | 1,298.8 |
| | $ | 769.7 |
| | $ | 2,122.2 |
| $ | 12.0 |
| | $ | 17.1 |
| | $ | 876.6 |
|
| Non-Carlyle interests in majority-owned subsidiaries | (54.3 | ) | | (12.4 | ) | | 10.7 |
| 41.3 |
| | (8.6 | ) | | (20.6 | ) |
| Non-controlling interest in carried interest and cash held for carried interest distributions | (34.8 | ) | | 29.5 |
| | 9.4 |
| |
| Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions | | 19.2 |
| | 32.3 |
| | (78.3 | ) |
| Net income attributable to other non-controlling interests in consolidated entities | 1,209.7 |
| | 786.8 |
| | 2,142.3 |
| 72.5 |
| | 40.8 |
| | 777.7 |
|
| Net loss attributable to partners’ capital appropriated for CLOs | (259.0 | ) | | (383.1 | ) | | (376.6 | ) | — |
| | — |
| | (54.4 | ) |
| Net income (loss) attributable to redeemable non-controlling interests in consolidated entities | (465.2 | ) | | 272.3 |
| | (9.0 | ) | — |
| | 0.2 |
| | (185.4 | ) |
| Non-controlling interests in income of consolidated entities | $ | 485.5 |
| | $ | 676.0 |
| | $ | 1,756.7 |
| $ | 72.5 |
| | $ | 41.0 |
| | $ | 537.9 |
|
During 2013, the Partnership acquired the remaining 40% equity interest in AlpInvest. Refer to Note 3 for more information. There have been no other significant changes in the Partnership’s ownership interests in its consolidated entities for the periods presented other than the Partnership’s acquisition of 13,800,000 Carlyle Holdings partnership units in March 2014 (see Note 1).
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
15.13. Earnings Per Common Unit
Basic and diluted net income (loss) per common unit are calculated as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | For the Period from May 8, 2012
Through December 31, 2012 |
| | Basic | | Diluted | | Basic | | Diluted | | Basic | | Diluted |
| Net income attributable to The Carlyle Group L.P. | $ | 85,800,000 |
| | $ | 85,800,000 |
| | $ | 104,100,000 |
| | $ | 104,100,000 |
| | $ | 20,300,000 |
| | $ | 20,300,000 |
|
| Dilution of earnings due to participating securities with distribution rights | (1,284,100 | ) | | (1,303,600 | ) | | (645,500 | ) | | (880,000 | ) | | — |
| | — |
|
| Incremental net income from assumed exchange of Carlyle Holdings partnership units | — |
| | — |
| | — |
| | 465,880,000 |
| | — |
| | 87,100,000 |
|
| Net income per common unit | $ | 84,515,900 |
| | $ | 84,496,400 |
| | $ | 103,454,500 |
| | $ | 569,100,000 |
| | $ | 20,300,000 |
| | $ | 107,400,000 |
|
| Weighted-average common units outstanding | 62,788,634 |
| | 68,461,157 |
| | 46,135,229 |
| | 278,250,489 |
| | 42,562,928 |
| | 259,698,987 |
|
| Net income per common unit | $ | 1.35 |
| | $ | 1.23 |
| | $ | 2.24 |
| | $ | 2.05 |
| | $ | 0.48 |
| | $ | 0.41 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 |
| | Basic | | Diluted | | Basic | | Diluted | | Basic | | Diluted |
| Net income (loss) attributable to The Carlyle Group L.P. common unitholders | $ | 238,100,000 |
| | $ | 238,100,000 |
| | $ | 6,400,000 |
| | $ | 6,400,000 |
| | $ | (18,400,000 | ) | | $ | (18,400,000 | ) |
| Dilution of earnings due to participating securities with distribution rights | — |
| | — |
| | — |
| | — |
| | 167,000 |
| | (1,743,000 | ) |
| Incremental net income (loss) from assumed exchange of Carlyle Holdings partnership units | — |
| | — |
| | — |
| | (32,100,000 | ) | | — |
| | (69,300,000 | ) |
| Net income (loss) attributable to common units | $ | 238,100,000 |
| | $ | 238,100,000 |
| | $ | 6,400,000 |
| | $ | (25,700,000 | ) | | $ | (18,233,000 | ) | | $ | (89,443,000 | ) |
| Weighted-average common units outstanding | 92,136,959 |
| | 100,082,548 |
| | 82,714,178 |
| | 308,522,990 |
| | 74,523,935 |
| | 298,739,382 |
|
| Net income (loss) per common unit | $ | 2.58 |
| | $ | 2.38 |
| | $ | 0.08 |
| | $ | (0.08 | ) | | $ | (0.24 | ) | | $ | (0.30 | ) |
The weighted-average common units outstanding, basic and diluted, are calculated as follows:
| | | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | For the Period from May 8, 2012
Through December 31, 2012 | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 |
| | Basic | | Diluted | | Basic | | Diluted | | Basic | | Diluted | Basic | | Diluted | | Basic | | Diluted | | Basic | | Diluted |
| The Carlyle Group L.P. weighted-average common units outstanding | 62,788,634 |
| | 62,788,634 |
| | 46,135,229 |
| | 46,135,229 |
| | 42,562,928 |
| | 42,562,928 |
| 92,136,959 |
| | 92,136,959 |
| | 82,714,178 |
| | 82,714,178 |
| | 74,523,935 |
| | 74,523,935 |
|
| Unvested deferred restricted common units | — |
| | 5,258,516 |
| | — |
| | 4,057,793 |
| | — |
| | 2,207,816 |
| — |
| | 7,347,645 |
| | — |
| | 3,331,282 |
| | — |
| | — |
|
| Contingently issuable Carlyle Holdings partnership units and common units | — |
| | 414,007 |
| | — |
| | 465,909 |
| | — |
| | 1,488,563 |
| — |
| | 597,944 |
| | — |
| | — |
| | — |
| | — |
|
| Weighted-average vested Carlyle Holdings partnership units | — |
| | — |
| | — |
| | 211,225,760 |
| | — |
| | 205,215,204 |
| — |
| | — |
| | — |
| | 222,183,911 |
| | — |
| | 216,943,053 |
|
| Unvested Carlyle Holdings partnership units | — |
| | — |
| | — |
| | 16,365,798 |
| | — |
| | 8,224,476 |
| — |
| | — |
| | — |
| | 293,619 |
| | — |
| | 7,272,394 |
|
| Weighted-average common units outstanding | 62,788,634 |
| | 68,461,157 |
| | 46,135,229 |
| | 278,250,489 |
| | 42,562,928 |
| | 259,698,987 |
| 92,136,959 |
| | 100,082,548 |
| | 82,714,178 |
| | 308,522,990 |
| | 74,523,935 |
| | 298,739,382 |
|
The Carlyle Group L.P. weighted-average common units outstanding of The Carlyle Group L.P. includes vested deferred restricted common units and other common units associated with acquisitions that have been earned for which issuance of the related common units is deferred until future periods.
The Partnership applies the treasury stock method to determine the dilutive weighted-average common units represented by the unvested deferred restricted common units. Also included in the determination of dilutive weighted-average common units are issuable and contingently issuable Carlyle Holdings partnership units and common units associated with the Claren Road, Vermillion, MetropolitanPartnership's acquisitions and DGAM acquisitions.strategic investments in NGP. For purposes of determining the dilutive weighted-average common units, it is assumed that December 31, 20142017, 2016 and 20132015 represent the end of the contingency period, the “if-converted” method is applied to any Carlyle Holdings partnership units issuable therefrom, and the treasury stock method is applied.period.
The Partnership applies the “if-converted” method to the vested Carlyle Holdings partnership units to determine the dilutive weighted-average common units outstanding. The Partnership applies the treasury stock method to the unvested Carlyle Holdings partnership units and the “if-converted” method on the resulting number of additional Carlyle Holdings partnership units to determine the dilutive weighted-average common units represented by the unvested Carlyle Holdings partnership units.
In computing the dilutive effect that the exchange of Carlyle Holdings partnership units would have on earnings per common unit, the Partnership considered that net income available to holders of common units would increasedecrease due to the elimination of non-controlling interests in Carlyle Holdings (including any tax impact). Based on these calculations, the 229,187,953227,275,453 of vested Carlyle Holdings partnership units and 2,579,831 of unvested Carlyle Holdings partnership units for the year ended December 31, 20142017 were antidilutive, and therefore have been excluded.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2013, the 211,225,760 and 16,365,7982016, 222,183,911 of vested Carlyle Holdings partnership units and 293,619 of unvested Carlyle Holdings partnership units for the year ended December 31, 2016 were dilutive. As a result, the net incomeloss of non-controlling interests in Carlyle Holdings associated with this assumed exchange of $465.9$(32.1) million for the year ended December 31, 20132016 has been included in net income (loss) attributable to The Carlyle Group L.P. for purposes of the dilutive earnings per common unit calculation.
For the period from May 8, 2012 throughyear ended December 31, 2012, the 205,215,204 and 8,224,4762015, 216,943,053 of vested Carlyle Holdings partnership units and 7,272,394 of unvested Carlyle Holdings partnership units were dilutive. As a result, the net incomeloss of non-controlling interests in Carlyle Holdings associated with this assumed exchange of $87.1$69.3 million for the period from May 8, 2012 throughyear ended December 31, 20122015 has been included in net income (loss) attributable to The Carlyle Group L.P. for purposes of the dilutive earnings per common unit calculation. However, for the year ended December 31, 2015, 3,978,436 of unvested deferred restricted common units were antidilutive, and therefore have been excluded.
On August 1, 2013, as part of acquiring the remaining 40% equity interests in AlpInvest, the Partnership issued 914,087 common units that are subject to vesting conditions. As of December 31, 2014, 809,7972017, 7,782 common units remain unvested. The common units participate immediately in any Partnership distributions. Under ASC 260, these common units are considered participating securities and are required to be included in the computation of earnings per common unit pursuant to the two-class method.
Prior
14.Equity and Equity-Based Compensation
Preferred Unit Issuance
On September 13, 2017, the Partnership issued 16,000,000 of 5.875% Series A Preferred Units (the “Preferred Units”) for gross proceeds of $400.0 million, or $387.5 million, net of issuance costs and expenses. The Partnership plans to use the net proceeds from the sale of the Preferred Units for general corporate purposes, including to fund investments.
Distributions on the Preferred Units will be payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning on December 15, 2017, when, as and if declared by the Board of Directors of the general partner of the Partnership, at a rate per annum of 5.875%. Distributions on the Preferred Units are discretionary and non-cumulative.
Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the Preferred Units for a quarterly distribution period, during the remainder of that distribution period, the Partnership may not repurchase any common units or any other units that are junior in rank to the reorganizationPreferred Units and the initial public offeringPartnership may not declare or pay or set apart payment for distributions on any common or junior units for the remainder of that distribution period, other than (i) distributions of tax distribution amounts received from Carlyle Holdings in Mayaccordance with the terms of the partnership agreements of the Carlyle Holdings partnerships as in effect on the date the Preferred Units were first issued, (ii) the net unit settlement of equity-based awards granted under The Carlyle Group L.P. 2012 Carlyle’s business was conducted throughEquity Incentive Plan (the “Equity Incentive Plan”) (or any successor or any similar plan) in order to satisfy associated tax obligations, or (iii) distributions paid in junior units or options, warrants or rights to subscribe for or purchase other units or with proceeds from the substantially concurrent sale of junior units. These restrictions are not applicable during the period from original issue date to, but excluding, December 15, 2017.
The Preferred Units may be redeemed at the Partnership’s option, in whole or in part, at any time on or after September 15, 2022 at a largeprice of $25.00 per Preferred Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the Preferred Units have no right to require the redemption of the Preferred Units and there is no maturity date.
If a change of control event or tax redemption event occurs prior to September 15, 2022, the Partnership may, at its option, redeem the Preferred Units, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such change in control event or such tax redemption event, as applicable, at a price of $25.25 per Preferred Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If (i) a change of control event occurs (whether before, on or after September 15, 2022) and (ii) the Partnership does not give notice prior to the 31st day following the change in control event to redeem all the outstanding Preferred Units, the distribution rate per annum on the Preferred Units will increase by 5.00%, beginning on the 31st day following such change in control event.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
If a rating agency event occurs prior to September 15, 2022, the Partnership may, at its option, redeem the Preferred Units, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such rating agency event, as applicable, at a price of $25.50 per Preferred Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.
The Preferred Units are not convertible into common units or any other class or series of interests or any other security. Holders of the Preferred Units will generally have no voting rights and have none of the voting rights given to holders of the Partnership’s common units, except as otherwise provided in the Partnership's limited partnership agreement.
Unit Repurchase Program
In February 2016, the Board of Directors of the general partner of the Partnership authorized the repurchase of up to $200 million of common units and/or Carlyle Holdings units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The Partnership expects that the majority of repurchases under this program will be done via open market transactions. No units will be repurchased from the Partnership's executive officers under this program. The timing and actual number of entities ascommon units and/or Carlyle Holdings units repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. During the year ended December 31, 2017, the Partnership paid an aggregate of $0.2 million to which there was no single holding entity, but which were separately owned byrepurchase and retire 14,190 units with all of the repurchases done via open market transactions. Since inception of this program, the Partnership has paid an aggregate of $59.1 million to repurchase and retire 3.7 million units.
Quarterly Unit Exchange Program
Beginning in the second quarter of 2017, current and former senior Carlyle professionals CalPERS and Mubadala. There was no single capital structure upon whichare able to calculate historical earnings perexchange their Carlyle Holdings partnership units for common unit information. Accordingly, earnings per common unit information has not been presented for historical periods priorunits on a quarterly basis, subject to the reorganizationterms of the Exchange Agreement. During the year ended December 31, 2017, current and initial public offering.former senior Carlyle professionals exchanged 6,430,383 Carlyle Holdings partnership units for common units, resulting in a reallocation of capital of $33.9 million from non-controlling interests in Carlyle Holdings to partners' capital and accumulated other comprehensive loss. None of Carlyle's named executive officers participated in the quarterly unit exchange.
16.Equity-Based Compensation
In May 2012, Carlyle Group Management L.L.C., the general partner of the Partnership, adopted The Carlyle Group L.P. 2012 Equity Incentive Plan (the “Equity Incentive Plan”).Plan. The Equity Incentive Plan is a source of equity-based awards permitting the Partnership to grant to Carlyle employees, directors of the Partnership’s general partner and consultants non-qualified options, unit appreciation rights, common units, restricted common units, deferred restricted common units, phantom restricted common units and other awards based on the Partnership’s common units and Carlyle Holdings partnership units. The total number of the Partnership’s common units and Carlyle Holdings partnership units which were initially available for grant under the Equity Incentive Plan was 30,450,000. The Equity Incentive Plan contains a provision which automatically increases the number of the Partnership’s common units and Carlyle Holdings partnership units available for grant based on a pre-determined formula; this increase occurs annually on January 1. As of January 1, 2015,2018, pursuant to the formula, the total number of the Partnership’s common units and Carlyle Holdings partnership units available for grant under the Equity Incentive Plan was 31,895,630.32,645,874.
Unvested Partnership Common Units
On August 1, 2013, the Partnership acquired the remaining 40% equity interest in AlpInvest (see Note 3).AlpInvest. As part of the transaction, the Partnership issued 914,087 common units to AlpInvest sellers who are employees of the Partnership that are subject to vesting conditions.
These newly issued common units were unvested at grant and vest over a period of up to five years. The unvested common units are accounted for as equity-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). The grant-date fair value of the unvested common units is charged to equity-based compensation on a straight-line basis over the required service period. Additionally, the calculation of the expense assumes a forfeiture rate of up to 5%. For the years ended December 31, 20142017, 2016 and 2013,2015, the Partnership recorded $8.4$0.2 million, $1.6 million and $5.0$9.0 million in equity-based compensation expense associated with these awards, respectively.
As of December 31, 2014,2017, the total unrecognized equity-based compensation expense related to unvested common units considering estimated forfeitures, is $10.6 million, whichwas not material and is expected to be recognized over a weighted-average term of 1.2 years.within the next year.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Unvested Carlyle Holdings Partnership Units
Unvested Carlyle Holdings partnership units are held by senior Carlyle professionals and other individuals engaged in Carlyle’s business and generally vest ratably over a six-year period. The unvested Carlyle Holdings partnership units are accounted for as equity-based compensation in accordance with ASC 718. The grant-date fair value of the unvested Carlyle Holdings partnership units are charged to equity-based compensation expense on a straight-line basis over the required service
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
period. Additionally, the calculation of the expense assumes a forfeiture rate of up to 2.5%. During the second quarter of June 30, 2013, the Partnership revised its estimated forfeiture rate to 2.5% from 7.5%. As a result, the Partnership recognized $5.0 million of equity-based compensation expense during the year ended December 31, 2013 for the cumulative effect of the change in this estimate. Additionally, the Partnership recognized $17.1 million and $47.9 million of equity-based compensation expense during the year ended December 31, 2014 and 2013, respectively, related to the difference between the estimated forfeitures and actual forfeitures on Carlyle Holdings partnership units that vested in May 2014 and 2013, respectively. The Partnership recorded equity-based compensation expense associated with these awards of $192.6$166.4 million, $234.8$183.7 million and $105.8$191.1 million for the the years ended December 31, 20142017, 2016 and 2013 and for the period from May 2, 2012 through December 31, 2012,2015, respectively. The Partnership also recorded equity-based compensation expense of $59.0 million during the period from May 2, 2012 through December 31, 2012 associated with the exchange of Carlyle Holdings partnership units for equity interests in the general partners of Carlyle’s carry funds by Carlyle professionals other than senior Carlyle professionals as part of the reorganization and initial public offering in May 2012. No tax benefits have been recorded related to the unvested Carlyle Holdings partnership units, as the vesting of these units does not result in a tax deduction to the corporate taxpayers.
In connection with the Partnership’s investment in NGP Management in December 2012, the Partnership issued 996,572 Carlyle Holdings partnership units to ECM Capital, L.P. which vest ratably over a period of five years. The Partnership also issued 597,944 Carlyle Holdings partnership units to ECM Capital, L.P. that were issued at closing but vest upon the achievement of performance conditions. As disclosed in Note 5, the performance condition was removed as part of the March 2017 agreement with NGP. The fair value of these units will be recognized as a reduction to the Partnership’s investment income in NGP Management over the relevant service or performance period, based on the fair value of the units on each reporting date and adjusted for the actual fair value of the units at each vesting date. For the periods prior to 2017 for Carlyle Holdings partnership units that vest based on the achievement of performance conditions, the Partnership uses the minimum number of partnership units within the range of potential values for measurement and recognition purposes.
As of December 31, 2014,2017, the total unrecognized equity-based compensation expense related to unvested Carlyle Holdings partnership units considering estimated forfeitures, is $626.9$55.6 million, which is expected to be recognized over a weighted-average term of 3.3 years.0.3 years
Deferred Restricted Common Units
The deferred restricted common units are unvested when granted and vest ratably over a service period, which ranges up to six years. The grant-date fair value of the deferred restricted common units granted to Carlyle’s employees is charged to equity-based compensation expense on a straight-line basis over the required service period. Additionally, the calculation of the expense assumes a forfeiture rate that generally ranges from 5.0% to 15.0% and a per unit discount that generally ranges from 7.5%up to 25.0%40.0%, as these unvested awards do not participate in any Partnership distributions. The Partnership recorded compensation expense of $140.3$153.7 million, $78.7$149.2 million and $35.6$176.2 million for the years ended December 31, 20142017, 2016 and 2013 and for the period May 2, 2012 through December 31, 2012,2015, with $16.7$13.6 million, $8.5$17.2 million and $1.9$16.4 million of corresponding deferred tax benefits, respectively. A portion of the accumulated deferred tax asset associated with equity-based compensation expense was reclassified as a current tax benefit due to units vesting during the years ended December 31, 20142017, 2016 and 2013.2015. Equity-based compensation expense generates deferred tax assets, which are realized when the units vest. The net impact of additional deferred tax assets due to equity-based compensation expense less the reduction to the deferred tax assets for units that vested was a net deferred tax benefit of $3.0not significant for the year ended December 31 2017, and was $4.8 million and $0.9$2.9 million for the years ended December 31, 20142016 and December 31, 2013,2015, respectively. As of December 31, 2014,2017, the total unrecognized equity-based compensation expense related to unvested deferred restricted common units considering estimated forfeitures, is $362.9$154.7 million, which is expected to be recognized over a weighted-average term of 3.21.9 years.
Equity-based awards issued to non-employees are recognized as general, administrative and other expenses. The expense associated with the deferred restricted common units granted to NGP personnel by the Partnership are recognized as a reduction of the Partnership’s investment income in NGP Management. The grant-date fair value of deferred restricted common units granted to Carlyle’s non-employee directors areis charged to expense on a straight-line basis over the vesting period. The cost of services received in exchange for an equity-based award issued to consultants is measured at each vesting date. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period, adjusted for estimated forfeitures of awards not expected to vest, based on the fair value of the award on each reporting date and adjusted for the actual fair value of the award at each vesting date. The expense for equity-based awards issued to non-employees was not significant for the yearyears ended December 31, 20142017, 2016 and 2013 and for the period from May 2, 2012 through December 31, 2012.2015.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The vesting of deferred restricted common units creates taxable income for the Partnership's employees in certain jurisdictions. Accordingly, the employees may elect to engage the Partnership's equity plan service provider to sell sufficient common units and generate proceeds to cover their minimum tax obligations.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
In February 2015,2018, the Partnership granted approximately 5.013.7 million deferred restricted common units across a significant number of the Partnership's employees. The total estimated grant-date fair value of these awards was approximately $119$283 million. The awards vest generally over a period of 1812 to 4260 months.
Phantom Deferred Restricted Common Units
The phantom deferred restricted common units are unvested when granted and vest ratably over a service period of three years. Upon vesting, the units will be settled in cash. As the phantom deferred restricted common units will be settled in cash, they are accounted for as liability awards. The fair value of the units is re-measured at each reporting period until settlement and charged to equity-based compensation expense over the vesting period. Additionally, the calculation of the expense assumes a forfeiture rate of up to 15.0%. For the years ended December 31, 2014 and 2013 and for the period May 2, 2012 through December 31, 2012, the Partnership recorded $2.7 million, $3.9 million and $1.3 million in equity-based compensation expense associated with these awards, respectively, which is included in base compensation expense in the accompanying consolidated financial statements. The tax benefits recognized from these awards were not material during these periods. As of December 31, 2014, the total unrecognized equity-based compensation expense related to unvested phantom deferred restricted common units, considering estimated forfeitures, is $1.5 million, which is expected to be recognized over a weighted-average term of 0.6 years.
A summary of the status of the Partnership’s non-vested equity-based awards as of December 31, 20142017 and a summary of changes for the period May 2, 2012from December 31, 2014 through December 31, 2014,2017, are presented below:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Carlyle Holdings | | The Carlyle Group, L.P. |
| | | | | | Equity Settled Awards | | Cash Settled Awards |
| Unvested Units | Partnership
Units | | Weighted-
Average
Grant Date
Fair Value | | Deferred
Restricted
Common
Units | | Weighted-
Average
Grant Date
Fair Value | | Unvested
Common
Units | | Weighted-
Average
Grant Date
Fair Value | | Phantom
Units | | Weighted-
Average
Grant Date
Fair Value |
| Balance, May 2, 2012 | — |
| | $ | — |
| | — |
| | $ | — |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Granted - IPO | 56,760,336 |
| | $ | 22.00 |
| | 17,113,755 |
| | $ | 22.00 |
| | — |
| | $ | — |
| | 361,238 |
| | $ | 22.00 |
|
| Granted - Post-IPO | 1,594,516 |
| | $ | 26.20 |
| | 542,039 |
| | $ | 25.81 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Vested | — |
| | $ | — |
| | 120,207 |
| | $ | 22.00 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Forfeited | 504,553 |
| | $ | 22.00 |
| | 828,559 |
| | $ | 22.02 |
| | — |
| | $ | — |
| | 26,624 |
| | $ | 22.00 |
|
| Balance, December 31, 2012 | 57,850,299 |
| | $ | 22.12 |
| | 16,707,028 |
| | $ | 22.28 |
| | — |
| | $ | — |
| | 334,614 |
| | $ | 22.00 |
|
| Granted | 52,889 |
| | $ | 30.80 |
| | 3,067,158 |
| | $ | 31.05 |
| | 914,087 |
| | $ | 26.83 |
| | 2,520 |
| | $ | 31.83 |
|
| Vested | 9,650,292 |
| | $ | 22.09 |
| | 2,828,707 |
| | $ | 22.34 |
| | 42,027 |
| | $ | 27.99 |
| | 107,242 |
| | $ | 22.00 |
|
| Forfeited | 1,050,093 |
| | $ | 22.00 |
| | 695,305 |
| | $ | 22.63 |
| | — |
| | $ | — |
| | 21,381 |
| | $ | 22.00 |
|
| Balance, December 31, 2013 | 47,202,803 |
| | $ | 22.13 |
| | 16,250,174 |
| | $ | 23.91 |
| | 872,060 |
| | $ | 26.78 |
| | 208,511 |
| | $ | 22.12 |
|
| Granted | 50,617 |
| | $ | 28.26 |
| | 7,978,127 |
| | $ | 29.63 |
| | — |
| | $ | — |
| | 12,204 |
| | $ | 34.81 |
|
| Vested | 9,159,216 |
| | $ | 22.10 |
| | 3,767,550 |
| | $ | 24.69 |
| | 62,263 |
| | $ | 21.42 |
| | 101,839 |
| | $ | 22.08 |
|
| Forfeited | 2,096,789 |
| | $ | 22.00 |
| | 1,531,481 |
| | $ | 24.63 |
| | — |
| | $ | — |
| | 14,806 |
| | $ | 23.85 |
|
| Balance, December 31, 2014 | 35,997,415 |
| | $ | 22.16 |
| | 18,929,270 |
| | $ | 26.12 |
| | 809,797 |
| | $ | 27.19 |
| | 104,070 |
| | $ | 23.40 |
|
The Carlyle Group L.P. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Carlyle Holdings | | The Carlyle Group, L.P. |
| | | | | | Equity Settled Awards | | Cash Settled Awards |
| Unvested Units | Partnership
Units | | Weighted-
Average
Grant Date
Fair Value | | Deferred
Restricted
Common
Units | | Weighted-
Average
Grant Date
Fair Value | | Unvested
Common
Units | | Weighted-
Average
Grant Date
Fair Value | | Phantom
Units | | Weighted-
Average
Grant Date
Fair Value |
| Balance, December 31, 2014 | 35,997,415 |
| | $ | 22.16 |
| | 18,929,270 |
| | $ | 26.12 |
| | 809,797 |
| | $ | 27.19 |
| | 104,070 |
| | $ | 23.40 |
|
| Granted | — |
| | $ | — |
| | 6,770,420 |
| | $ | 22.39 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Vested | 8,733,826 |
| | $ | 22.11 |
| | 5,452,961 |
| | $ | 26.91 |
| | 31,132 |
| | $ | 21.53 |
| | 93,109 |
| | $ | 22.52 |
|
| Forfeited | 444,477 |
| | $ | 22.00 |
| | 1,826,295 |
| | $ | 24.98 |
| | 11,674 |
| | $ | 27.99 |
| | 4,220 |
| | $ | 24.80 |
|
| Balance, December 31, 2015 | 26,819,112 |
| | $ | 22.18 |
| | 18,420,434 |
| | $ | 24.62 |
| | 766,991 |
| | $ | 27.41 |
| | 6,741 |
| | $ | 34.58 |
|
| Granted | — |
| | $ | — |
| | 6,730,159 |
| | $ | 11.30 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Vested | 8,830,325 |
| | $ | 22.11 |
| | 7,007,857 |
| | $ | 25.14 |
| | 728,080 |
| | $ | 27.71 |
| | 3,480 |
| | $ | 34.45 |
|
| Forfeited | 748,787 |
| | $ | 22.00 |
| | 1,436,816 |
| | $ | 22.91 |
| | — |
| | $ | — |
| | 741 |
| | $ | 34.39 |
|
| Balance, December 31, 2016 | 17,240,000 |
| | $ | 22.22 |
| | 16,705,920 |
| | $ | 19.21 |
| | 38,911 |
| | $ | 21.67 |
| | 2,520 |
| | $ | 34.81 |
|
| Granted | — |
| | $ | — |
| | 8,260,455 |
| | $ | 14.17 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Vested | 8,707,671 |
| | $ | 22.40 |
| | 8,864,747 |
| | $ | 19.63 |
| | 31,129 |
| | $ | 21.53 |
| | 2,520 |
| | $ | 34.81 |
|
| Forfeited | 437,314 |
| | $ | 22.00 |
| | 582,037 |
| | $ | 19.62 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
| Balance, December 31, 2017 | 8,095,015 |
| | $ | 22.03 |
| | 15,519,591 |
| | $ | 16.25 |
| | 7,782 |
| | $ | 22.22 |
| | — |
| | $ | — |
|
Notes to the Consolidated Financial Statements
17.15. ConsolidationDeconsolidation of a Real Estate Development Company
The Partnership, indirectly through certain Carlyle real estate investment funds, hashad an investment in Urbplan Desenvolvimento Urbano S.A. (“Urbplan”, formerly Scopel Desenvolvimento Urbano S.A.), a Brazilian residential subdivision and land development company. Historically, funding for Urbplan’s business plan was provided primarily by borrowings incurred directly by Urbplan and from capital provided by certain Carlyle real estate investment funds, which in turn were funded primarily by external limited partners and byDuring the year ended December 31, 2017, the Partnership throughdisposed of its ownershipinterests in Urbplan in a transaction with a third party. The third party acquired operational control and all of the general partnereconomic interests in Urbplan in the transaction. Since the Partnership is no longer the primary beneficiary of such funds.
In late 2012, it was determined thatUrbplan, Urbplan was facing serious liquidity problems and would require additional capital infusions to continue operations.deconsolidated from the Partnership's financial results. The Partnership and certainrecorded a pre-tax loss upon deconsolidation of its senior Carlyle professionals provided capital to Urbplan through one of the Carlyle investment funds in the second quarter of 2013. During$65 million during the third quarter of 2013, it became evident that Urbplan’s efforts to raise additional capital from unaffiliated sources would likely not meet its requirements. The Partnership and certain senior Carlyle professionals elected to make additional investments into Urbplan. The external limited partners2017, which includes the impact of deconsolidation, the terms of the Carlyletransaction with the third party and related reserves. The loss is recorded in interest and other expenses of a real estate investment funds have not participatedVIE and loss on deconsolidation in the 2013 or 2014 capital funding.consolidated statements of operations. Excluding the effect of this transaction, Urbplan's income before provision for income taxes prior to the transaction was not material to the Partnership's consolidated financial statements.
During the second quarter of 2013, the Partnership concluded that the Carlyle investment vehicle through which it funded capital into Urbplan was a VIE and that the Partnership was the primary beneficiary of the VIE; accordingly, the Partnership consolidated the investment vehicle in the second quarter of 2013. During the third quarter of 2013, the Partnership concluded that the decision to provide additional capital to Urbplan constituted a reconsideration event under ASC 810, Consolidation (“ASC 810”). The Partnership concluded that Urbplan was a VIE as of September 30, 2013 because Urbplan’sUrbplan's equity investment at risk was not sufficient to permit it to finance its activities without additional financial support. The Partnership also concluded that it was the primary beneficiary of Urbplan since the Partnership has the power to direct the activities of Urbplan that most significantly impact its economic performance and the Partnership’s investments in Urbplan will absorb losses incurred by Urbplan. As such, the Partnership began consolidating Urbplan into its consolidated financial statements as of September 30, 2013.
Pursuant to ASC 810, the Partnership applied the accounting guidance applicable to business combinations under ASC 805, Business Combinations, to record the initial consolidation of Urbplan on September 30, 2013. The Partnership recorded the assets, liabilities and non-controlling interests of Urbplan at their estimated fair value. Due to the timing and availability of financial information from Urbplan, the Partnership consolidatesconsolidated the financial position and results of operations of Urbplan on a financial reporting lag of 90 days. The Partnership will disclose the effect of intervening events at Urbplan that materially affect the financial position or results of operations of the Partnership, if any.
The assets and liabilities of Urbplan arewere held in legal entities separate from the Partnership; the Partnership hasdid not guaranteedguarantee or assumedassume any obligation for repayment of Urbplan’s liabilities nor arewere the assets of Urbplan available to meet the liquidity requirements of the Partnership. However, if Urbplan fails to complete its construction projects, customers, partners, government agencies or municipalities or other creditors in certain circumstances might seek to assert claims against the Partnership and its assets unrelated to Urbplan under certain consumer protection or other laws.
Urbplan is currently a party to various litigation, government investigations and proceedings, including disputes with creditors and other potential claims.customers. The Partnership does not believe it is probable that the outcome of any existing Urbplan litigation, disputes or other potential claims will materially affect the Partnership or these consolidated financial statements.
From April 2013 (the time of the first additional investment into Urbplan) through December 31, 2014, $213.3 million has been funded to Urbplan by the Partnership and its senior Carlyle professionals (net of gains from related foreign currency forward contracts). The Partnership has funded $50.8 million of the $213.3 million and the remaining $162.5 million has been funded by senior Carlyle professionals indirectly through the Partnership. For the year ended December 31, 2014, $143.7 million was funded to Urbplan, of which the Partnership funded $35.9 million and the senior Carlyle professionals funded $107.8 million indirectly through the Partnership.
At this time, Urbplan is estimated to require approximately $100 million of additional capital in 2015 to complete its expected business turnaround. While no contractual or other obligations exist to provide additional financial support to Urbplan, the Partnership and its senior Carlyle professionals expect to provide additional capital funding to Urbplan in the future and Urbplan will continue to seek capital funding from unaffiliated parties. The Partnership and its senior Carlyle professionals will evaluate the possibility of further capital infusions based on the circumstances at the time (including levels of third-party funding participation). It is anticipated that the Partnership would fund 25% and its senior Carlyle professionals
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
would fund 75% indirectly through the Partnership of any additional investments made by the Partnership and its senior Carlyle professionals.
The assets and liabilities recognized in the Partnership’s consolidated balance sheets as of December 31, 2014 and 20132016 related to Urbplan were as follows:
| | | | As of December 31, | As of December 31, |
| | 2014 | | 2013 | 2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Receivables and inventory of a consolidated real estate VIE: | | | | |
| Receivables and inventory of a real estate VIE: | | |
| Customer and other receivables | $ | 91.5 |
| | $ | 110.3 |
| $ | 99.4 |
|
| Inventory costs in excess of billings and advances | 72.4 |
| | 70.1 |
| 46.0 |
|
| $ | 163.9 |
| | $ | 180.4 |
| $ | 145.4 |
|
| Other assets of a consolidated real estate VIE: |
| |
| |
| Other assets of a real estate VIE: | |
|
| Restricted investments | $ | 36.8 |
| | $ | 7.0 |
| $ | 12.7 |
|
| Fixed assets, net | 1.8 |
| | 2.2 |
| 0.2 |
|
| Deferred tax assets | 12.9 |
| | 12.8 |
| 9.1 |
|
| Other assets | 34.9 |
| | 38.1 |
| 9.5 |
|
| $ | 86.4 |
| | $ | 60.1 |
| $ | 31.5 |
|
| Loans payable of a consolidated real estate VIE, at fair value |
| |
| |
| (principal amount of $243.6 million and $305.3 million as of December 31,2014 and 2013, respectively) | $ | 146.2 |
| | $ | 122.1 |
| |
| Other liabilities of a consolidated real estate VIE: |
| |
| |
| Loans payable of a real estate VIE, at fair value (principal amount of $144.4 million as of December 31, 2016) | | $ | 79.4 |
|
| Other liabilities of a real estate VIE: | |
|
| Accounts payable | $ | 26.1 |
| | $ | 25.4 |
| $ | 14.6 |
|
| Other liabilities | 58.8 |
| | 72.3 |
| 109.9 |
|
| $ | 84.9 |
| | $ | 97.7 |
| $ | 124.5 |
|
The revenues and expenses recognized in the Partnership’s consolidated statements of operations for the years ended December 31, 20142017, 2016 and 2013, since commencement of consolidation on September 30, 2013,2015, related to Urbplan were as follows:
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Revenue of a consolidated real estate VIE: |
| |
| |
| Revenue of a real estate VIE: | | | | | | |
| Land development services | $ | 56.4 |
| | $ | 0.4 |
| $ | 104.6 |
| | $ | 69.3 |
| | $ | 80.0 |
|
| Investment income | 13.8 |
| | 7.1 |
| 4.4 |
| | 25.8 |
| | 6.8 |
|
| $ | 70.2 |
| | $ | 7.5 |
| $ | 109.0 |
| | $ | 95.1 |
| | $ | 86.8 |
|
|
| |
|
| |
| | |
| Interest and other expenses of a consolidated real estate VIE: |
| |
| |
| Costs of services rendered | $ | 41.9 |
| | $ | — |
| |
| Interest and other expenses of a real estate VIE and loss on deconsolidation: | |
| |
| | |
| Costs of products sold and services rendered | | $ | 64.4 |
| | $ | 31.3 |
| | $ | 48.5 |
|
| Interest expense | 37.2 |
| | 12.9 |
| 18.5 |
| | 51.4 |
| | 40.9 |
|
| Change in fair value of loans payable | 47.1 |
| | 13.0 |
| (6.6 | ) | | (17.6 | ) | | 9.2 |
|
| Compensation and benefits | 11.2 |
| | 2.7 |
| 2.8 |
| | 8.5 |
| | 10.7 |
|
| G&A and other expenses | 37.9 |
| | 5.2 |
| 58.9 |
| | 134.0 |
| | 35.3 |
|
| Loss on deconsolidation | | 64.5 |
| | — |
| — |
| — |
|
| $ | 175.3 |
| | $ | 33.8 |
| $ | 202.5 |
| | $ | 207.6 |
| | $ | 144.6 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following is a summary of the significant classifications of assetsrevenues and liabilitiesexpenses of Urbplan:
Customer and other receivables – This balance consists primarilyRevenue of amounts owed for land development services using the completed contract method. Customer receivables accrue interest at rates ranging from 9% to 12% per year and are secured by the underlying real estate. Substantially all receivables are pledged as collateral for Urbplan’s borrowings. The carrying value of the receivables includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the balances. Urbplan calculates this allowance based on its history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and its relationships with, and the economic status of, Urbplan’s customers.
Inventory costs in excess of billings and advances – This balance consists primarily of capitalized land development cost, net of approximately $190.4 million and $176.1 million of customer advances received as of December 31, 2014 and 2013, respectively. Urbplan records valuation adjustments on inventory when events and circumstances indicate that the inventory may be impaired and when the cash flows estimated to be generated by the real estate project are less than its carrying amount. Real estate projects that demonstrate potential impairment indicators are tested for impairment by comparing the expected undiscounted cash flows for the real estate project to its carrying value. For those real estate projects whose carrying values exceed the expected undiscounted cash flows, Urbplan estimates the fair value of the real estate projects. Impairment charges are recorded if the fair value of the inventory is less than its carrying value. The estimates used in the determination of the estimated fair value of the real estate projects were based on factors known to Urbplan at the time such estimates were made and the expectations of future operations and economic conditions. Should the estimates or expectations used in determining estimated fair value deteriorate in the future, Urbplan may be required to recognize additional impairment charges and write-offs related to real estate projects.
Loans payable of a consolidated real estate VIE – This balance consists of Urbplan’s borrowings for its real estate development activities. The estimated fair value approximates 60% and 40% of the outstanding principal amounts of the loans as of December 31, 2014 and 2013, respectively. The fair value of the loans was based on discounted cash flow analyses which considered the liquidity and current financial condition of Urbplan and applicable discount rates. The Partnership has elected to re-measure the loans at fair value at each reporting period through the term of the loans. The principal amounts of the loans accrue interest at a variable rate based on an index plus an applicable margin. Interest rates are based on: (i) CDI plus a margin ranging from 4.0% to 7.4% (15.6% to 19.0% as of December 31, 2014); (ii) IGP-M plus a margin ranging from 11.0% to 12.0% (14.7% to 15.7% as of December 31, 2014); or (iii) IPCA plus a margin ranging from 10.0% to 13.5% (16.4% to 19.9% as of December 31, 2014). Outstanding principal amounts on the loans based on current contractual terms are payable as follows (Dollars in millions):
|
| | | |
| | |
| 2015 | $ | 37.2 |
|
| 2016 | 27.0 |
|
| 2017 | 21.9 |
|
| 2018 | 18.9 |
|
| 2019 | 21.6 |
|
| Thereafter | 117.0 |
|
| $ | 243.6 |
|
Substantially all of Urbplan’s customer and other receivables and investments have been pledged as collateral for the loans. As of December 31, 2014, substantially all of Urbplan’s loans payable are not in compliance with their related debt covenants or are otherwise in technical default. These violations do not cause a default or event of default under the Partnership’s senior credit facility or senior notes. Urbplan management is in discussions with the lenders to cure or re-negotiate the loans in default. Currently there are no outstanding notices of acceleration of payment on the loans in default.
All of the loans payable of Urbplan are contractually non-recourse to the Partnership.
Other liabilities – This balance consists of amounts owed to landowners, commissions payable to brokers, real estate taxes, social charges and other liabilities.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Revenue of a consolidated real estate VIE – This balance consistsconsisted primarily of amounts earned for land development services using the completed contract method and investment income earned on Urbplan’s investments. Under the completed contract method of accounting, revenue iswas not recorded until the period in which the land development services contract is completed.
Interest and other expenses of a consolidated real estate VIE and loss on deconsolidation – This balance consistsconsisted primarily of interest expense on Urbplan’s borrowings, general and administrative expenses, compensation and benefits, and costs associated
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
with land development services.services, and the loss incurred upon the deconsolidation of Urbplan in the third quarter of 2017. Also included in this caption iswas the change in the Partnership’s estimate of the fair value of Urbplan’s loans payable during the period. Interest expense iswas recorded on Urbplan’s borrowings at variable rates as defined. Costs related to Urbplan’s land development services activities arewere capitalized until the services are complete. Costs associated with advertising, marketing and other selling activities arewere expensed when incurred.
Impairment – Urbplan evaluates its assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable, but not less than annually.As of December 31, 2014, Urbplan had outstanding commitments for land development services with an estimated $117.5 million of future costs to be incurred.
18.16. Segment Reporting
Carlyle conducts its operations through four reportable segments:
Corporate Private Equity – The Corporate Private Equity segment is comprised of the Partnership’s operations that advise a diverse group of funds that invest in buyout and growth capital transactions that focus on either a particular geography or a particular industry.
Global Market Strategies – The Global Market Strategies segment advises a group of funds that pursue investment opportunities across various types of credit, equities and alternative instruments, and (as regards certain macroeconomic strategies) currencies, commodities, sovereign debt, and interest rate products and their derivatives.
Real Assets – The Real Assets segment is comprised of the Partnership’s operations that advise U.S. and international funds focused on real estate, infrastructure, energy and renewable energy transactions.
Global Credit – The Global Credit segment advises a group of funds that pursue investment opportunities across various types of credit, equities and alternative instruments, and (as regards certain macroeconomic strategies) currencies, and interest rate products and their derivatives. We have now completed the exit of our hedge fund investment advisory and commodities investment advisory businesses.
Investment Solutions – Through August 1, 2013, theThe Investment Solutions segment represented the Partnership’s 60% equity interest in AlpInvest, which advises a global private equity fund of funds programprograms and related co-investment and secondary activities. On August 1, 2013, the Partnership acquired the remaining 40% equity interest inactivities through AlpInvest. The Investment SolutionsThis segment also includes Metropolitan, a global manager of real estate fund of funds and DGAM,related co-investment and secondary activities, and, through the Partnership’s fundfirst quarter of hedge funds platform.2016, Diversified Global Asset Management (“DGAM”). The Partnership acquired 100%wound down of the equity interests in Metropolitan andoperations of DGAM on November 1, 2013 and February 3, 2014, respectively. Investment Solutions was previously referred to as Solutions.throughout 2016.
The Partnership’s reportable business segments are differentiated by their various investment focuses and strategies. Overhead costs are generally allocated based on direct base compensation expense for each segment. The Partnership includes adjustments to reflect the Partnership’s economic interests in Claren Road (through January 2017) and ESG Vermillion, and for periods prior(through June 2016). Effective January 1, 2016, the Partnership's economic interest in Claren Road increased from 55% to August 1, 2013, AlpInvest.63% as a result of reallocation of interest from a departing founder. On January 31, 2017, the Partnership transferred all of its economic interests in Claren Road to its founders (see Note 9). The Partnership’sPartnership's earnings from its investment in NGP Management are presented in the respective operating captions within the Real Assets segment. The net income or loss from the consolidation of Urbplan allocable to the Partnership (after consideration of amounts allocable to non-controlling interests) is presented within investment income in the Real Assets segment.segment until the third quarter of 2017 when Urbplan was deconsolidated from the Partnership's financial results (see Note 15).
Economic Net Income (“ENI”EI”) and its components are key performance measures used by management to make operating decisions and assess the performance of the Partnership’s reportable segments. ENIEI was formerly defined as “Economic Net Income.” There has been no change to the computation of this measure. EI differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it includes certain tax expenses associated with performance fee compensation,fees, and does not include net income (loss) attributable to non-Carlyle interests in Consolidated Fundsconsolidated entities or charges (credits) related to Carlyle corporate actions and non-recurring items. Charges (credits) related to Carlyle corporate actions and non-recurring items include: charges associated with equity-based compensation that was issued in the initial public offering in May 2012 or is issued in acquisitions or strategic investments, changes in the tax receivable agreement liability, amortization and any impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions, charges associated with earnouts and contingent consideration
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
including gains and losses associated with the mark to market onestimated fair value of contingent consideration issued in conjunction with acquisitions or strategic investments, gains and losses from the retirement of debt, charges associated with leasecontract terminations and employee severance and settlements of legal claims. In the fourth quarter of 2014, the Partnership reclassified certain tax expenses associated with carried interest attributable to certain partners and employees as a component of performance fee related compensation expense. All prior periods have been reclassified to conform with the new presentation.severance.
Also, for periods prior to the reorganization and initial public offering in May 2012, ENI also differed from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that ENI reflected a charge for compensation, bonuses and performance fee compensation attributable to Carlyle partners. Subsequent to the reorganization and initial public offering, these compensation charges are included in both ENI and income (loss) before provision for income taxes computed in accordance with U.S. GAAP.
Distributable earnings (“DE”) is a component of ENI and is used to assess performance and amounts potentially available for distribution. Distributable earnings differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of ENI and also adjusts ENI for unrealized performance fees, unrealized investment income, the corresponding unrealized performance fee compensation expense and equity-based compensation. As a result of the Partnership reclassifying certain tax expenses associated with carried interest attributable to certain partners and employees as a component of realized performance fee related compensation expense beginning in the fourth quarter of 2014, the amounts for DE are different than previously reported. All prior periods have been reclassified to conform with the new presentation.
Fee-related earningsFee Related Earnings (“FRE”) is a component of DEEI and is used to assess the ability of the business to cover direct base compensation and operating expenses from total fee revenues. FRE differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DEEI and also adjusts DEEI to exclude realizednet performance fees, realized investment income from investments in Carlyle funds, equity-based compensation, net interest (interest income less interest expense), and certain general, administrative and other expenses when the timing of any future payment is uncertain. As of December 31, 2017, the Partnership updated the definition of FRE to exclude net interest
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
(interest income less interest expense) in our segment results. FRE for all prior periods presented has been recast to reflect the updated definition.
Distributable Earnings (“DE”) is FRE plus realized net performance fee related compensation.
ENIfees, realized investment income, and its components arenet interest, and is used to assess performance and amounts potentially available for distribution. DE is used by management primarily in making resource deployment and compensation decisions across the Partnership’s four reportable segments. Management also uses Distributable Earnings in our budgeting, forecasting, and the overall management of our segments. Management makes operating decisions and assesses the performance of each of the Partnership’s business segments based on financial and operating metrics and data that is presented without the consolidation of any of the Consolidated Funds. Consequently, ENIthe key performance measures discussed above and all segment data exclude the assets, liabilities and operating results related to the Consolidated Funds.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following tables present the financial data for the Partnership’s four reportable segments as of and for the year ended December 31, 2017: |
| | | | | | | | | | | | | | | | | | | |
| | December 31, 2017 and the Year Then Ended |
| | Corporate
Private
Equity | | Real Assets | | Global Credit | | Investment
Solutions | | Total |
| | (Dollars in millions) |
| Segment Revenues | | | | | | | | | |
| Fund level fee revenues | | | | | | | | | |
| Fund management fees | $ | 471.0 |
| | $ | 263.6 |
| | $ | 191.5 |
| | $ | 154.9 |
| | $ | 1,081.0 |
|
| Portfolio advisory fees, net | 15.2 |
| | 0.8 |
| | 0.7 |
| | — |
| | 16.7 |
|
| Transaction fees, net | 22.4 |
| | 4.5 |
| | — |
| | — |
| | 26.9 |
|
| Total fund level fee revenues | 508.6 |
| | 268.9 |
| | 192.2 |
| | 154.9 |
| | 1,124.6 |
|
| Performance fees | | | | | | | | | |
| Realized | 831.5 |
| | 92.0 |
| | 75.4 |
| | 86.4 |
| | 1,085.3 |
|
| Unrealized | 781.6 |
| | 268.3 |
| | (16.3 | ) | | 56.0 |
| | 1,089.6 |
|
| Total performance fees | 1,613.1 |
| | 360.3 |
| | 59.1 |
| | 142.4 |
| | 2,174.9 |
|
| Investment income (loss) | | | | | | | | | |
| Realized | 25.4 |
| | (63.2 | ) | | 11.9 |
| | 0.1 |
| | (25.8 | ) |
| Unrealized | 37.0 |
| | 26.7 |
| | 5.4 |
| | 3.9 |
| | 73.0 |
|
| Total investment income (loss) | 62.4 |
| | (36.5 | ) | | 17.3 |
| | 4.0 |
| | 47.2 |
|
| Interest income | 5.5 |
| | 3.0 |
| | 7.1 |
| | 1.1 |
| | 16.7 |
|
| Other income | 6.0 |
| | 2.2 |
| | 6.8 |
| | 0.4 |
| | 15.4 |
|
| Total revenues | 2,195.6 |
| | 597.9 |
| | 282.5 |
| | 302.8 |
| | 3,378.8 |
|
| Segment Expenses | | | | | | | | | |
| Compensation and benefits | | | | | | | | | |
| Direct base compensation | 235.7 |
| | 77.6 |
| | 79.2 |
| | 72.0 |
| | 464.5 |
|
| Indirect base compensation | 105.0 |
| | 50.5 |
| | 25.3 |
| | 12.7 |
| | 193.5 |
|
| Equity-based compensation | 60.5 |
| | 34.9 |
| | 20.7 |
| | 7.8 |
| | 123.9 |
|
| Performance fee related | | | | | | | | | |
| Realized | 372.9 |
| | 41.6 |
| | 35.0 |
| | 83.2 |
| | 532.7 |
|
| Unrealized | 362.6 |
| | 75.3 |
| | (7.3 | ) | | 33.8 |
| | 464.4 |
|
| Total compensation and benefits | 1,136.7 |
| | 279.9 |
| | 152.9 |
| | 209.5 |
| | 1,779.0 |
|
| General, administrative, and other indirect expenses | 119.8 |
| | 78.5 |
| | 3.3 |
| | 32.3 |
| | 233.9 |
|
| Depreciation and amortization expense | 15.3 |
| | 7.1 |
| | 5.1 |
| | 3.6 |
| | 31.1 |
|
| Interest expense | 27.9 |
| | 17.0 |
| | 14.5 |
| | 6.1 |
| | 65.5 |
|
| Total expenses | 1,299.7 |
| | 382.5 |
| | 175.8 |
| | 251.5 |
| | 2,109.5 |
|
| Economic Income | $ | 895.9 |
| | $ | 215.4 |
| | $ | 106.7 |
| | $ | 51.3 |
| | $ | 1,269.3 |
|
| (-) Net Performance Fees | 877.6 |
| | 243.4 |
| | 31.4 |
| | 25.4 |
| | 1,177.8 |
|
| (-) Investment Income (Loss) | 62.4 |
| | (36.5 | ) | | 17.3 |
| | 4.0 |
| | 47.2 |
|
| (+) Equity-based Compensation | 60.5 |
| | 34.9 |
| | 20.7 |
| | 7.8 |
| | 123.9 |
|
| (+) Net Interest | 22.4 |
| | 14.0 |
| | 7.4 |
| | 5.0 |
| | 48.8 |
|
| (+) Reserve for Litigation and Contingencies | (12.5 | ) | | (5.8 | ) | | (4.1 | ) | | (2.6 | ) | | (25.0 | ) |
| (=) Fee Related Earnings | $ | 26.3 |
| | $ | 51.6 |
| | $ | 82.0 |
| | $ | 32.1 |
| | $ | 192.0 |
|
| (+) Realized Net Performance Fees | 458.6 |
| | 50.4 |
| | 40.4 |
| | 3.2 |
| | 552.6 |
|
| (+) Realized Investment Income (Loss) | 25.4 |
| | (63.2 | ) | | 11.9 |
| | 0.1 |
| | (25.8 | ) |
| (+) Net Interest | (22.4 | ) | | (14.0 | ) | | (7.4 | ) | | (5.0 | ) | | (48.8 | ) |
| (=) Distributable Earnings | $ | 487.9 |
| | $ | 24.8 |
| | $ | 126.9 |
| | $ | 30.4 |
| | $ | 670.0 |
|
| Segment assets as of December 31, 2017 | $ | 3,644.6 |
| | $ | 1,946.3 |
| | $ | 881.0 |
| | $ | 1,071.2 |
| | $ | 7,543.1 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following tables present the financial data for the Partnership’s four reportable segments as of and for the year ended December 31, 2014:2016:
|
| | | | | | | | | | | | | | | | | | | |
| | December 31, 2016 and the Year Then Ended |
| | Corporate
Private
Equity | | Real Assets | | Global Credit |
| Investment
Solutions |
| Total |
| | (Dollars in millions) |
| Segment Revenues |
| |
| | |
|
|
| |
| Fund level fee revenues |
| |
| |
|
|
|
|
|
| Fund management fees | $ | 498.9 |
| | $ | 251.1 |
| | $ | 195.5 |
| | $ | 140.3 |
|
| $ | 1,085.8 |
|
| Portfolio advisory fees, net | 14.5 |
| | 0.2 |
| | 1.1 |
|
| 0.8 |
|
| 16.6 |
|
| Transaction fees, net | 31.2 |
| | — |
| | — |
|
| — |
|
| 31.2 |
|
| Total fund level fee revenues | 544.6 |
| | 251.3 |
| | 196.6 |
| | 141.1 |
|
| 1,133.6 |
|
| Performance fees |
| | | | | |
| |
|
| Realized | 1,060.5 |
| | 53.1 |
| | 36.6 |
| | 65.6 |
|
| 1,215.8 |
|
| Unrealized | (777.5 | ) | | 274.0 |
| | 1.2 |
| | 38.2 |
|
| (464.1 | ) |
| Total performance fees | 283.0 |
| | 327.1 |
| | 37.8 |
|
| 103.8 |
|
| 751.7 |
|
| Investment income (loss) |
| | | | | |
|
|
|
| Realized | 60.3 |
| | (20.6 | ) | | 5.1 |
|
| 0.1 |
|
| 44.9 |
|
| Unrealized | (11.0 | ) | | 1.4 |
| | 15.3 |
|
| (0.3 | ) |
| 5.4 |
|
| Total investment income (loss) | 49.3 |
| | (19.2 | ) | | 20.4 |
| | (0.2 | ) |
| 50.3 |
|
| Interest income | 3.4 |
| | 1.7 |
| | 4.7 |
| | 0.4 |
| | 10.2 |
|
| Other income | 6.0 |
| | 1.6 |
| | 4.7 |
| | 0.5 |
| | 12.8 |
|
| Total revenues | 886.3 |
| | 562.5 |
| | 264.2 |
| | 245.6 |
|
| 1,958.6 |
|
| Segment Expenses |
| | | | | |
| | |
| Compensation and benefits |
| | | | | |
|
|
|
| Direct base compensation | 210.8 |
| | 72.1 |
| | 87.4 |
| | 66.8 |
|
| 437.1 |
|
| Indirect base compensation | 78.8 |
| | 39.1 |
| | 32.6 |
|
| 13.7 |
|
| 164.2 |
|
| Equity-based compensation | 69.3 |
| | 26.3 |
| | 17.6 |
|
| 6.4 |
|
| 119.6 |
|
| Performance fee related |
| | | | | |
|
|
|
| Realized | 472.1 |
| | 37.6 |
| | 17.6 |
|
| 63.2 |
| | 590.5 |
|
| Unrealized | (342.6 | ) | | 81.9 |
| | 0.6 |
| | 27.6 |
|
| (232.5 | ) |
| Total compensation and benefits | 488.4 |
| | 257.0 |
| | 155.8 |
|
| 177.7 |
|
| 1,078.9 |
|
| General, administrative, and other indirect expenses | 131.9 |
| | 67.1 |
| | 250.0 |
|
| 34.5 |
|
| 483.5 |
|
| Depreciation and amortization expense | 13.6 |
| | 5.9 |
| | 6.2 |
| | 3.3 |
|
| 29.0 |
|
| Interest expense | 28.2 |
| | 16.0 |
| | 11.3 |
| | 5.8 |
| | 61.3 |
|
| Total expenses | 662.1 |
| | 346.0 |
| | 423.3 |
|
| 221.3 |
|
| 1,652.7 |
|
| Economic Income (Loss) | $ | 224.2 |
| | $ | 216.5 |
| | $ | (159.1 | ) | | $ | 24.3 |
| | $ | 305.9 |
|
| (-) Net Performance Fees | 153.5 |
| | 207.6 |
| | 19.6 |
| | 13.0 |
| | 393.7 |
|
| (-) Investment Income (Loss) | 49.3 |
| | (19.2 | ) | | 20.4 |
|
| (0.2 | ) |
| 50.3 |
|
| (+) Equity-based Compensation | 69.3 |
| | 26.3 |
| | 17.6 |
|
| 6.4 |
|
| 119.6 |
|
| (+) Net Interest | 24.8 |
| | 14.3 |
| | 6.6 |
| | 5.4 |
| | 51.1 |
|
| (=) Fee Related Earnings | $ | 115.5 |
| | $ | 68.7 |
| | $ | (174.9 | ) |
| $ | 23.3 |
| | $ | 32.6 |
|
| (+) Realized Net Performance Fees | 588.4 |
| | 15.5 |
| | 19.0 |
|
| 2.4 |
|
| 625.3 |
|
| (+) Realized Investment Income (Loss) | 60.3 |
| | (20.6 | ) | | 5.1 |
|
| 0.1 |
|
| 44.9 |
|
| (+) Net Interest | (24.8 | ) | | (14.3 | ) | | (6.6 | ) | | (5.4 | ) | | (51.1 | ) |
| (=) Distributable Earnings | $ | 739.4 |
| | $ | 49.3 |
| | $ | (157.4 | ) | | $ | 20.4 |
|
| $ | 651.7 |
|
| Segment assets as of December 31, 2016 | $ | 2,435.8 |
| | $ | 1,515.0 |
| | $ | 656.4 |
|
| $ | 850.1 |
| | $ | 5,457.3 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | December 31, 2014 and the Year Then Ended |
| | Corporate
Private
Equity | | Global
Market
Strategies | | Real
Assets | | Investment
Solutions | | Total |
| | (Dollars in millions) |
| Segment Revenues | | | | | | | | | |
| Fund level fee revenues | | | | | | | | | |
| Fund management fees | $ | 564.8 |
| | $ | 259.3 |
| | $ | 223.8 |
| | $ | 181.4 |
| | $ | 1,229.3 |
|
| Portfolio advisory fees, net | 18.4 |
| | 0.9 |
| | 0.8 |
| | — |
| | 20.1 |
|
| Transaction fees, net | 51.4 |
| | 0.2 |
| | 1.6 |
| | — |
| | 53.2 |
|
| Total fund level fee revenues | 634.6 |
| | 260.4 |
| | 226.2 |
| | 181.4 |
| | 1,302.6 |
|
| Performance fees | | | | | | | | | |
| Realized | 1,156.3 |
| | 36.0 |
| | 88.5 |
| | 42.9 |
| | 1,323.7 |
|
| Unrealized | 197.2 |
| | 76.5 |
| | (39.5 | ) | | 150.0 |
| | 384.2 |
|
| Total performance fees | 1,353.5 |
| | 112.5 |
| | 49.0 |
| | 192.9 |
| | 1,707.9 |
|
| Investment income (loss) | | | | | | | | | |
| Realized | 17.7 |
| | 8.4 |
| | (32.2 | ) | | — |
| | (6.1 | ) |
| Unrealized | 13.9 |
| | (3.6 | ) | | (15.7 | ) | | 0.4 |
| | (5.0 | ) |
| Total investment income (loss) | 31.6 |
| | 4.8 |
| | (47.9 | ) | | 0.4 |
| | (11.1 | ) |
| Interest and other income | 10.8 |
| | 5.8 |
| | 4.7 |
| | 1.3 |
| | 22.6 |
|
| Total revenues | 2,030.5 |
| | 383.5 |
| | 232.0 |
| | 376.0 |
| | 3,022.0 |
|
| Segment Expenses | | | | | | | | | |
| Compensation and benefits | | | | | | | | | |
| Direct base compensation | 222.4 |
| | 110.6 |
| | 75.2 |
| | 85.8 |
| | 494.0 |
|
| Indirect base compensation | 101.8 |
| | 24.6 |
| | 48.5 |
| | 13.6 |
| | 188.5 |
|
| Equity-based compensation | 42.5 |
| | 13.9 |
| | 19.2 |
| | 4.8 |
| | 80.4 |
|
| Performance fee related | | | | | | | | | |
| Realized | 512.5 |
| | 17.4 |
| | 30.1 |
| | 30.9 |
| | 590.9 |
|
| Unrealized | 97.1 |
| | 35.4 |
| | 32.1 |
| | 145.0 |
| | 309.6 |
|
| Total compensation and benefits | 976.3 |
| | 201.9 |
| | 205.1 |
| | 280.1 |
| | 1,663.4 |
|
| General, administrative, and other indirect expenses | 151.1 |
| | 52.9 |
| | 72.2 |
| | 41.9 |
| | 318.1 |
|
| Depreciation and amortization expense | 11.0 |
| | 4.0 |
| | 3.6 |
| | 3.8 |
| | 22.4 |
|
| Interest expense | 30.6 |
| | 9.7 |
| | 9.9 |
| | 5.5 |
| | 55.7 |
|
| Total expenses | 1,169.0 |
| | 268.5 |
| | 290.8 |
| | 331.3 |
| | 2,059.6 |
|
| Economic Net Income (Loss) | $ | 861.5 |
| | $ | 115.0 |
| | $ | (58.8 | ) | | $ | 44.7 |
| | $ | 962.4 |
|
| (-) Net Performance Fees | 743.9 |
| | 59.7 |
| | (13.2 | ) | | 17.0 |
| | 807.4 |
|
| (-) Investment Income (Loss) | 31.6 |
| | 4.8 |
| | (47.9 | ) | | 0.4 |
| | (11.1 | ) |
| (+) Equity-based Compensation | 42.5 |
| | 13.9 |
| | 19.2 |
| | 4.8 |
| | 80.4 |
|
| (=) Fee Related Earnings | $ | 128.5 |
| | $ | 64.4 |
| | $ | 21.5 |
| | $ | 32.1 |
| | $ | 246.5 |
|
| (+) Realized Net Performance Fees | 643.8 |
| | 18.6 |
| | 58.4 |
| | 12.0 |
| | 732.8 |
|
| (+) Realized Investment Income (Loss) | 17.7 |
| | 8.4 |
| | (32.2 | ) | | — |
| | (6.1 | ) |
| (=) Distributable Earnings | $ | 790.0 |
| | $ | 91.4 |
| | $ | 47.7 |
| | $ | 44.1 |
| | $ | 973.2 |
|
| Segment assets as of December 31, 2014 | $ | 4,065.1 |
| | $ | 1,006.9 |
| | $ | 1,510.6 |
| | $ | 814.8 |
| | $ | 7,397.4 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following tables present the financial data for the Partnership’s four reportable segments as of and for the year ended December 31, 2013:
| | | | December 31, 2013 and the Year Then Ended | Year Ended December 31, 2015 |
| | Corporate
Private
Equity | | Global
Market
Strategies |
| Real
Assets | | Investment
Solutions |
| Total | Corporate
Private
Equity | | Real Assets | | Global Credit | | Investment
Solutions | | Total |
| | (Dollars in millions) | (Dollars in millions) |
| Segment Revenues |
|
| |
|
| |
|
| | | | | | | | | | |
| Fund level fee revenues |
|
|
|
|
|
|
|
|
| | | | | | | | | |
| Fund management fees | $ | 471.6 |
| | $ | 275.2 |
| | $ | 188.9 |
| | $ | 119.0 |
|
| $ | 1,054.7 |
| $ | 577.4 |
| | $ | 255.9 |
| | $ | 210.7 |
| | $ | 153.9 |
| | $ | 1,197.9 |
|
| Portfolio advisory fees, net | 23.2 |
|
| 1.4 |
|
| 1.3 |
| | — |
|
| 25.9 |
| 14.3 |
| | 0.4 |
| | 0.7 |
| | — |
| | 15.4 |
|
| Transaction fees, net | 20.7 |
|
| 0.1 |
|
| 3.9 |
|
| — |
|
| 24.7 |
| 7.7 |
| | 2.1 |
| | — |
| | — |
| | 9.8 |
|
| Total fund level fee revenues | 515.5 |
|
| 276.7 |
| | 194.1 |
| | 119.0 |
|
| 1,105.3 |
| 599.4 |
| | 258.4 |
| | 211.4 |
| | 153.9 |
| | 1,223.1 |
|
| Performance fees |
|
|
| |
|
|
| |
| | | | | | | | | |
| Realized | 914.5 |
| | 151.9 |
| | 40.5 |
|
| 21.7 |
|
| 1,128.6 |
| 1,209.5 |
| | 163.2 |
| | 38.0 |
| | 24.1 |
| | 1,434.8 |
|
| Unrealized | 959.1 |
| | 32.4 |
| | 43.4 |
|
| 129.8 |
|
| 1,164.7 |
| (523.1 | ) | | (42.5 | ) | | (63.1 | ) | | 103.6 |
| | (525.1 | ) |
| Total performance fees | 1,873.6 |
| | 184.3 |
|
| 83.9 |
| | 151.5 |
|
| 2,293.3 |
| 686.4 |
| | 120.7 |
| | (25.1 | ) | | 127.7 |
| | 909.7 |
|
| Investment income (loss) |
|
|
| | |
|
|
|
| | | | | | | | | |
| Realized | 15.8 |
|
| 17.5 |
|
| (22.7 | ) | | — |
|
| 10.6 |
| 23.3 |
| | (93.6 | ) | | 5.4 |
| | 0.1 |
| | (64.8 | ) |
| Unrealized | 10.4 |
| | (1.5 | ) |
| (62.3 | ) |
| 0.2 |
|
| (53.2 | ) | (5.2 | ) | | 63.1 |
| | (15.7 | ) | | 0.2 |
| | 42.4 |
|
| Total investment income (loss) | 26.2 |
|
| 16.0 |
| | (85.0 | ) | | 0.2 |
|
| (42.6 | ) | 18.1 |
| | (30.5 | ) | | (10.3 | ) | | 0.3 |
| | (22.4 | ) |
| Interest and other income | 6.5 |
|
| 4.2 |
|
| 2.0 |
|
| 0.2 |
|
| 12.9 |
| |
| Interest income | | 1.5 |
| | 0.3 |
| | 2.8 |
| | 0.2 |
| | 4.8 |
|
| Other income | | 9.8 |
| | 2.6 |
| | 3.9 |
| | 0.9 |
| | 17.2 |
|
| Total revenues | 2,421.8 |
|
| 481.2 |
| | 195.0 |
| | 270.9 |
|
| 3,368.9 |
| 1,315.2 |
| | 351.5 |
| | 182.7 |
| | 283.0 |
| | 2,132.4 |
|
| Segment Expenses |
| |
| |
|
|
| | | | | | | | | | | |
| Compensation and benefits |
| |
| |
|
|
|
|
| | | | | | | | | |
| Direct base compensation | 212.6 |
|
| 99.6 |
| | 70.2 |
|
| 53.6 |
|
| 436.0 |
| 224.2 |
| | 70.0 |
| | 101.2 |
| | 82.3 |
| | 477.7 |
|
| Indirect base compensation | 95.0 |
| | 21.8 |
|
| 30.4 |
|
| 5.6 |
|
| 152.8 |
| 91.5 |
| | 39.3 |
| | 28.3 |
| | 13.0 |
| | 172.1 |
|
| Equity-based compensation | 7.4 |
|
| 3.0 |
|
| 4.6 |
| | 0.7 |
|
| 15.7 |
| 65.1 |
| | 25.0 |
| | 19.0 |
| | 12.4 |
| | 121.5 |
|
| Performance fee related |
| |
| |
| |
|
|
| | | | | | | | | |
| Realized | 401.7 |
|
| 42.1 |
|
| (4.0 | ) |
| 14.3 |
| | 454.1 |
| 540.9 |
| | 68.5 |
| | 16.6 |
| | 20.3 |
| | 646.3 |
|
| Unrealized | 446.2 |
|
| 13.7 |
| | 56.7 |
|
| 131.2 |
|
| 647.8 |
| (221.7 | ) | | 26.3 |
| | (27.7 | ) | | 94.8 |
| | (128.3 | ) |
| Total compensation and benefits | 1,162.9 |
|
| 180.2 |
|
| 157.9 |
| | 205.4 |
|
| 1,706.4 |
| 700.0 |
| | 229.1 |
| | 137.4 |
| | 222.8 |
| | 1,289.3 |
|
| General, administrative, and other indirect expenses | 166.9 |
|
| 60.9 |
|
| 58.4 |
| | 23.2 |
|
| 309.4 |
| 172.4 |
| | 74.6 |
| | 69.8 |
| | 46.0 |
| | 362.8 |
|
| Depreciation and amortization expense | 13.2 |
| | 4.5 |
| | 4.3 |
|
| 2.3 |
|
| 24.3 |
| 12.5 |
| | 4.3 |
| | 5.0 |
| | 3.8 |
| | 25.6 |
|
| Interest expense | 25.2 |
|
| 7.9 |
| | 8.2 |
| | 2.3 |
| | 43.6 |
| 30.8 |
| | 10.6 |
| | 10.8 |
| | 5.9 |
| | 58.1 |
|
| Total expenses | 1,368.2 |
| | 253.5 |
|
| 228.8 |
| | 233.2 |
|
| 2,083.7 |
| 915.7 |
| | 318.6 |
| | 223.0 |
| | 278.5 |
| | 1,735.8 |
|
| Economic Net Income (Loss) | $ | 1,053.6 |
|
| $ | 227.7 |
| | $ | (33.8 | ) |
| $ | 37.7 |
| | $ | 1,285.2 |
| |
| Economic Income (Loss) | | $ | 399.5 |
| | $ | 32.9 |
| | $ | (40.3 | ) | | $ | 4.5 |
| | $ | 396.6 |
|
| (-) Net Performance Fees | 1,025.7 |
|
| 128.5 |
| | 31.2 |
|
| 6.0 |
| | 1,191.4 |
| 367.2 |
| | 25.9 |
| | (14.0 | ) | | 12.6 |
| | 391.7 |
|
| (-) Investment Income (Loss) | 26.2 |
| | 16.0 |
|
| (85.0 | ) |
| 0.2 |
|
| (42.6 | ) | 18.1 |
| | (30.5 | ) | | (10.3 | ) | | 0.3 |
| | (22.4 | ) |
| (+) Equity-based Compensation | 7.4 |
|
| 3.0 |
|
| 4.6 |
|
| 0.7 |
|
| 15.7 |
| 65.1 |
| | 25.0 |
| | 19.0 |
| | 12.4 |
| | 121.5 |
|
| (+) Net Interest | | 29.3 |
| | 10.3 |
| | 8.0 |
| | 5.7 |
| | 53.3 |
|
| (+) Reserve for Litigation and Contingencies | | 26.8 |
| | 9.2 |
| | 9.0 |
| | 5.0 |
| | 50.0 |
|
| (=) Fee Related Earnings | $ | 9.1 |
| | $ | 86.2 |
|
| $ | 24.6 |
|
| $ | 32.2 |
| | $ | 152.1 |
| $ | 135.4 |
| | $ | 82.0 |
| | $ | 20.0 |
| | $ | 14.7 |
| | $ | 252.1 |
|
| (+) Realized Net Performance Fees | 512.8 |
| | 109.8 |
|
| 44.5 |
| | 7.4 |
|
| 674.5 |
| 668.6 |
| | 94.7 |
| | 21.4 |
| | 3.8 |
| | 788.5 |
|
| (+) Realized Investment Income (Loss) | 15.8 |
|
| 17.5 |
|
| (22.7 | ) | | — |
|
| 10.6 |
| |
| (+) Realized Investment Income (loss) | | 23.3 |
| | (93.6 | ) | | 5.4 |
| | 0.1 |
| | (64.8 | ) |
| (+) Net Interest | | (29.3 | ) | | (10.3 | ) | | (8.0 | ) | | (5.7 | ) | | (53.3 | ) |
| (=) Distributable Earnings | $ | 537.7 |
| | $ | 213.5 |
| | $ | 46.4 |
| | $ | 39.6 |
|
| $ | 837.2 |
| $ | 798.0 |
| | $ | 72.8 |
| | $ | 38.8 |
| | $ | 12.9 |
| | $ | 922.5 |
|
| Segment assets as of December 31, 2013 | $ | 3,895.1 |
| | $ | 1,159.2 |
|
| $ | 1,207.4 |
| | $ | 602.5 |
| | $ | 6,864.2 |
| |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following tables present the financial data for the Partnership’s four reportable segments for the year ended December 31, 2012:
|
| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2012 |
| | Corporate
Private
Equity | | Global
Market
Strategies | | Real
Assets | | Investment
Solutions | | Total |
| | (Dollars in millions) |
| Segment Revenues | | | | | | | | | |
| Fund level fee revenues | | | | | | | | | |
| Fund management fees | $ | 496.2 |
| | $ | 237.2 |
| | $ | 141.0 |
| | $ | 68.8 |
| | $ | 943.2 |
|
| Portfolio advisory fees, net | 17.8 |
| | 2.5 |
| | 1.7 |
| | — |
| | 22.0 |
|
| Transaction fees, net | 19.0 |
| | 3.5 |
| | 5.0 |
| | — |
| | 27.5 |
|
| Total fund level fee revenues | 533.0 |
| | 243.2 |
| | 147.7 |
| | 68.8 |
| | 992.7 |
|
| Performance fees | | | | | | | | | |
| Realized | 639.5 |
| | 112.4 |
| | 106.6 |
| | 10.6 |
| | 869.1 |
|
| Unrealized | 130.8 |
| | (21.2 | ) | | (13.2 | ) | | 30.5 |
| | 126.9 |
|
| Total performance fees | 770.3 |
| | 91.2 |
| | 93.4 |
| | 41.1 |
| | 996.0 |
|
| Investment income (loss) | | | | | | | | | |
| Realized | 3.3 |
| | 13.1 |
| | (0.1 | ) | | — |
| | 16.3 |
|
| Unrealized | 20.5 |
| | 9.6 |
| | (4.9 | ) | | — |
| | 25.2 |
|
| Total investment income (loss) | 23.8 |
| | 22.7 |
| | (5.0 | ) | | — |
| | 41.5 |
|
| Interest and other income | 9.0 |
| | 2.3 |
| | 1.7 |
| | 0.7 |
| | 13.7 |
|
| Total revenues | 1,336.1 |
| | 359.4 |
| | 237.8 |
| | 110.6 |
| | 2,043.9 |
|
| Segment Expenses | | | | | | | | | |
| Compensation and benefits | | | | | | | | | |
| Direct base compensation | 226.2 |
| | 86.3 |
| | 71.1 |
| | 33.8 |
| | 417.4 |
|
| Indirect base compensation | 92.5 |
| | 21.3 |
| | 24.5 |
| | 6.2 |
| | 144.5 |
|
| Equity-based compensation | 1.2 |
| | 0.2 |
| | 0.4 |
| | — |
| | 1.8 |
|
| Performance fee related | | | | | | | | | |
| Realized | 304.7 |
| | 46.2 |
| | 7.3 |
| | 10.0 |
| | 368.2 |
|
| Unrealized | 71.7 |
| | (8.4 | ) | | 17.3 |
| | 32.1 |
| | 112.7 |
|
| Total compensation and benefits | 696.3 |
| | 145.6 |
| | 120.6 |
| | 82.1 |
| | 1,044.6 |
|
| General, administrative, and other indirect expenses | 134.0 |
| | 40.6 |
| | 41.9 |
| | 10.7 |
| | 227.2 |
|
| Depreciation and amortization expense | 12.5 |
| | 3.5 |
| | 3.9 |
| | 1.6 |
| | 21.5 |
|
| Interest expense | 14.3 |
| | 4.5 |
| | 4.4 |
| | 1.3 |
| | 24.5 |
|
| Total expenses | 857.1 |
| | 194.2 |
| | 170.8 |
| | 95.7 |
| | 1,317.8 |
|
| Economic Net Income | $ | 479.0 |
| | $ | 165.2 |
| | $ | 67.0 |
| | $ | 14.9 |
| | $ | 726.1 |
|
| (-) Net Performance Fees | 393.9 |
| | 53.4 |
| | 68.8 |
| | (1.0 | ) | | 515.1 |
|
| (-) Investment Income (Loss) | 23.8 |
| | 22.7 |
| | (5.0 | ) | | — |
| | 41.5 |
|
| (+) Equity-based Compensation | 1.2 |
| | 0.2 |
| | 0.4 |
| | — |
| | 1.8 |
|
| (=) Fee Related Earnings | $ | 62.5 |
| | $ | 89.3 |
| | $ | 3.6 |
| | $ | 15.9 |
| | $ | 171.3 |
|
| (+) Realized Net Performance Fees | 334.8 |
| | 66.2 |
| | 99.3 |
| | 0.6 |
| | 500.9 |
|
| (+) Realized Investment Income (loss) | 3.3 |
| | 13.1 |
| | (0.1 | ) | | — |
| | 16.3 |
|
| (=) Distributable Earnings | $ | 400.6 |
| | $ | 168.6 |
| | $ | 102.8 |
| | $ | 16.5 |
| | $ | 688.5 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
The following tables reconcile the Total Segments to the Partnership’s Total Assets and Income Before Provision for Income Taxes as of and for the years ended December 31, 20142017 and 2013:2016:
|
| | | | | | | | | | | | | | | | | |
| | December 31, 2017 and the Year then Ended |
| | Total Reportable
Segments | | Consolidated
Funds | | Reconciling
Items | | | | Carlyle
Consolidated |
| | (Dollars in millions) |
| Revenues | $ | 3,378.8 |
| | $ | 177.7 |
| | $ | 119.7 |
| | (a) | | $ | 3,676.2 |
|
| Expenses | $ | 2,109.5 |
| | $ | 240.4 |
| | $ | 282.4 |
| | (b) | | $ | 2,632.3 |
|
| Other income | $ | — |
| | $ | 123.5 |
| | $ | (35.1 | ) | | (c) | | $ | 88.4 |
|
| Economic income | $ | 1,269.3 |
| | $ | 60.8 |
| | $ | (197.8 | ) | | (d) | | $ | 1,132.3 |
|
| Total assets | $ | 7,543.1 |
| | $ | 4,962.7 |
| | $ | (225.2 | ) | | (e) | | $ | 12,280.6 |
|
|
| | | | | | | | | | | | | | | | | |
| | December 31, 2014 and the Year then Ended |
| | Total Reportable
Segments | | Consolidated
Funds | | Reconciling
Items | | | | Carlyle
Consolidated |
| | (Dollars in millions) |
| Revenues | $ | 3,022.0 |
| | $ | 956.0 |
| | $ | (97.7 | ) | | (a) | | $ | 3,880.3 |
|
| Expenses | $ | 2,059.6 |
| | $ | 1,286.5 |
| | $ | 429.3 |
| | (b) | | $ | 3,775.4 |
|
| Other income | $ | — |
| | $ | 898.4 |
| | $ | (11.4 | ) | | (c) | | $ | 887.0 |
|
| Economic net income (loss) | $ | 962.4 |
| | $ | 567.9 |
| | $ | (538.4 | ) | | (d) | | $ | 991.9 |
|
| Total assets | $ | 7,397.4 |
| | $ | 28,809.8 |
| | $ | (212.9 | ) | | (e) | | $ | 35,994.3 |
|
| | | | December 31, 2013 and the Year then Ended | December 31, 2016 and the Year then Ended |
| | Total Reportable
Segments | | Consolidated
Funds | | Reconciling
Items | | | | Carlyle
Consolidated | Total Reportable
Segments | | Consolidated
Funds | | Reconciling
Items | | | | Carlyle
Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | $ | 3,368.9 |
| | $ | 1,043.1 |
| | $ | 29.2 |
| | (a) | | $ | 4,441.2 |
| $ | 1,958.6 |
| | $ | 166.9 |
| | $ | 148.8 |
| | (a) | | $ | 2,274.3 |
|
| Expenses | $ | 2,083.7 |
| | $ | 1,169.4 |
| | $ | 440.8 |
| | (b) | | $ | 3,693.9 |
| $ | 1,652.7 |
| | $ | 153.1 |
| | $ | 436.3 |
| | (b) | | $ | 2,242.1 |
|
| Other income | $ | — |
| | $ | 701.3 |
| | $ | (4.6 | ) | | (c) | | $ | 696.7 |
| $ | — |
| | $ | 13.1 |
| | $ | — |
| | (c) | | $ | 13.1 |
|
| Economic net income (loss) | $ | 1,285.2 |
| | $ | 575.0 |
| | $ | (416.2 | ) | | (d) | | $ | 1,444.0 |
| |
| Economic income | | $ | 305.9 |
| | $ | 26.9 |
| | $ | (287.5 | ) | | (d) | | $ | 45.3 |
|
| Total assets | $ | 6,864.2 |
| | $ | 28,904.3 |
| | $ | (146.2 | ) | | (e) | | $ | 35,622.3 |
| $ | 5,457.3 |
| | $ | 4,684.7 |
| | $ | (169.0 | ) | | (e) | | $ | 9,973.0 |
|
The following table reconciles the Total Segments to the Partnership’s Income Before Provision for Income Taxes for the year ended December 31, 2012:
2015:
| | | | Year Ended December 31, 2012 | Year Ended December 31, 2015 |
| | Total Reportable
Segments | | Consolidated
Funds | | Reconciling
Items | | | | Carlyle
Consolidated | Total Reportable
Segments | | Consolidated
Funds | | Reconciling
Items | | | | Carlyle
Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | $ | 2,043.9 |
| | $ | 903.5 |
| | $ | 25.7 |
| | (a) | | $ | 2,973.1 |
| $ | 2,132.4 |
| | $ | 975.5 |
| | $ | (101.7 | ) | | (a) | | $ | 3,006.2 |
|
| Expenses | $ | 1,317.8 |
| | $ | 923.9 |
| | $ | 49.5 |
| | (b) | | $ | 2,291.2 |
| $ | 1,735.8 |
| | $ | 1,258.8 |
| | $ | 473.8 |
| | (b) | | $ | 3,468.4 |
|
| Other loss | $ | — |
| | $ | 1,755.5 |
| | $ | 2.5 |
| | (c) | | $ | 1,758.0 |
| |
| Economic net income (loss) | $ | 726.1 |
| | $ | 1,735.1 |
| | $ | (21.3 | ) | | (d) | | $ | 2,439.9 |
| |
| Other income | | $ | — |
| | $ | 886.9 |
| | $ | (22.5 | ) | | (c) | | $ | 864.4 |
|
| Economic income | | $ | 396.6 |
| | $ | 603.6 |
| | $ | (598.0 | ) | | (d) | | $ | 402.2 |
|
| |
| (a) | The Revenues adjustment principally represents fund management and performance fees earned from the Consolidated Funds whichthat were eliminated in consolidation to arrive at the Partnership’s total revenues, adjustments for amounts attributable to non-controlling interests in consolidated entities, adjustments related to expenses associated with the investments in NGP Management and its affiliates that are included in operating captions or are excluded from the segment results, adjustments to reflect the Partnership’s share of Urbplan’s net losses as a component of investment income until Urbplan was deconsolidated during the third quarter of 2017, the inclusion of tax expenses associated with certain performance fees, and adjustments to reflect the Partnership’s ownership interests in Claren Road (through January 2017) and ESG Vermillion and, for periods prior to August 1, 2013, AlpInvest(through June 2016) that were included in Revenues in the Partnership’s segment reporting. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
| |
| (b) | The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the Partnership, adjustments for partner compensation in 2012, the inclusion of certain tax expenses associated with performance fee compensation, adjustments related to expenses associated with the investment in NGP Management that are included in operating captions, adjustments to reflect the Partnership’s share of Urbplan’s net losses as a component of investment income until Urbplan was deconsolidated during the third quarter of 2017, changes in the tax receivable agreement liability, charges and credits associated with Carlyle corporate actions and non-recurring items and adjustments to reflect the Partnership’s economic interests in Claren Road (through January 2017) and ESG (through June 2016) as detailed below (Dollars in millions): |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
and adjustments to reflect the Partnership’s economic interests in Claren Road, ESG, Vermillion and, for periods prior to August 1, 2013, AlpInvest as detailed below (Dollars in millions):
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| Partner compensation | $ | — |
| | $ | — |
| | $ | (265.4 | ) | |
| Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments | 269.2 |
| | 314.4 |
| | 200.1 |
| $ | 241.2 |
| | $ | 223.4 |
| | $ | 259.8 |
|
| Acquisition related charges and amortization of intangibles | 242.5 |
| | 260.4 |
| | 128.3 |
| |
| Acquisition related charges and amortization of intangibles and impairment | | 35.7 |
| | 94.2 |
| | 288.8 |
|
| Other non-operating (income) expense | (30.3 | ) | | (16.5 | ) | | 7.1 |
| (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Tax expense associated with performance fee compensation | (25.3 | ) | | (34.9 | ) | | (9.5 | ) | |
| Tax provision associated with performance fees | | (9.2 | ) | | (15.1 | ) | | (14.9 | ) |
| Non-Carlyle economic interests in acquired business | 213.6 |
| | 186.4 |
| | 155.4 |
| 115.7 |
| | 159.0 |
| | 160.3 |
|
| Other adjustments | 1.2 |
| | 6.3 |
| | 1.8 |
| |
| Severance and other adjustments | | 13.2 |
| | 10.6 |
| | 6.7 |
|
| Elimination of expenses of Consolidated Funds | (241.6 | ) | | (275.3 | ) | | (168.3 | ) | (42.8 | ) | | (24.6 | ) | | (219.5 | ) |
| | $ | 429.3 |
| | $ | 440.8 |
| | $ | 49.5 |
| $ | 282.4 |
| | $ | 436.3 |
| | $ | 473.8 |
|
| |
| (c) | The Other Income (Loss) adjustment results from the Consolidated Funds which were eliminated in consolidation to arrive at the Partnership’s total Other Income (Loss). |
| |
| (d) | The following table is a reconciliation of Income Before Provision for Income Taxes to Economic Net Income, to Fee Related Earnings, and to Distributable Earnings (Dollars in millions): |
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| Income before provision for income taxes | $ | 991.9 |
| | $ | 1,444.0 |
| | $ | 2,439.9 |
|
| Adjustments: | | | | | |
Partner compensation(1) | — |
| | — |
| | (265.4 | ) |
| Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments | 269.2 |
| | 314.4 |
| | 200.1 |
|
| Acquisition related charges and amortization of intangibles | 242.5 |
| | 260.4 |
| | 128.3 |
|
| Other non-operating (income) expense | (30.3 | ) | | (16.5 | ) | | 7.1 |
|
| Tax expense associated with performance fee compensation | (25.3 | ) | | (34.9 | ) | | (9.5 | ) |
| Net income attributable to non-controlling interests in Consolidated entities | (485.5 | ) | | (676.0 | ) | | (1,756.7 | ) |
Other adjustments(2) | (0.1 | ) | | (6.2 | ) | | (17.7 | ) |
| Economic Net Income | $ | 962.4 |
| | $ | 1,285.2 |
| | $ | 726.1 |
|
Net performance fees(3) | 807.4 |
| | 1,191.4 |
| | 515.1 |
|
Investment income (loss)(3) | (11.1 | ) | | (42.6 | ) | | 41.5 |
|
| Equity-based compensation | 80.4 |
| | 15.7 |
| | 1.8 |
|
| Fee Related Earnings | $ | 246.5 |
| | $ | 152.1 |
| | $ | 171.3 |
|
Realized performance fees, net of related compensation(3) | 732.8 |
| | 674.5 |
| | 500.9 |
|
Realized investment income (loss)(3) | (6.1 | ) | | 10.6 |
| | 16.3 |
|
| Distributable Earnings | $ | 973.2 |
| | $ | 837.2 |
| | $ | 688.5 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Income before provision for income taxes | $ | 1,132.3 |
| | $ | 45.3 |
| | $ | 402.2 |
|
| Adjustments: | | | | | |
| Equity-based compensation issued in conjunction with the initial public offering, acquisitions and strategic investments | 241.2 |
| | 223.4 |
| | 259.8 |
|
| Acquisition related charges and amortization of intangibles and impairment | 35.7 |
| | 94.2 |
| | 288.8 |
|
Other non-operating (income) expense(1) | (71.4 | ) | | (11.2 | ) | | (7.4 | ) |
| Tax provision associated with performance fees | (9.2 | ) | | (15.1 | ) | | (14.9 | ) |
| Net income attributable to non-controlling interests in Consolidated entities | (72.5 | ) | | (41.0 | ) | | (537.9 | ) |
| Severance and other adjustments | 13.2 |
| | 10.3 |
| | 6.0 |
|
| Economic Income | $ | 1,269.3 |
| | $ | 305.9 |
| | $ | 396.6 |
|
Net performance fees(2) | 1,177.8 |
| | 393.7 |
| | 391.7 |
|
Investment income (loss)(2) | 47.2 |
| | 50.3 |
| | (22.4 | ) |
| Equity-based compensation | 123.9 |
| | 119.6 |
| | 121.5 |
|
| Net Interest | 48.8 |
| | 51.1 |
| | 53.3 |
|
| Reserve for litigation and contingencies | (25.0 | ) | | — |
| | 50.0 |
|
| Fee Related Earnings | $ | 192.0 |
| | $ | 32.6 |
| | $ | 252.1 |
|
| Realized performance fees, net of related compensation | 552.6 |
| | 625.3 |
| | 788.5 |
|
Realized investment income (loss)(2) | (25.8 | ) | | 44.9 |
| | (64.8 | ) |
| Net Interest | (48.8 | ) | | (51.1 | ) | | (53.3 | ) |
| Distributable Earnings | $ | 670.0 |
| | $ | 651.7 |
| | $ | 922.5 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
| |
(1) | Adjustments for partner compensation reflect amounts due to senior Carlyle professionals for compensation and performance fees allocated to them, which amounts were classified as distributions from partners’ capital in the consolidated financial statements for periods prior to the reorganization and initial public offering in May 2012. |
(1) Included in other non-operating (income) expense for the year ended December 31, 2017 is a $71.5 million adjustment for the revaluation of the tax receivable agreement liability as result of the passage of the Tax Cuts and Jobs Act of 2017.
(2) See reconciliation to most directly comparable U.S. GAAP measure below:
|
| | | | | | | | | | | |
| | Year Ended December 31, 2017 |
| | Carlyle
Consolidated | | Adjustments(3) | | Total
Reportable
Segments |
| | (Dollars in millions) |
| Performance fees | | | | | |
| Realized | $ | 1,097.3 |
| | $ | (12.0 | ) | | $ | 1,085.3 |
|
| Unrealized | 996.6 |
| | 93.0 |
| | 1,089.6 |
|
| Total performance fees | 2,093.9 |
| | 81.0 |
| | 2,174.9 |
|
| Performance fee related compensation expense | | | | | |
| Realized | 520.7 |
| | 12.0 |
| | 532.7 |
|
| Unrealized | 467.6 |
| | (3.2 | ) | | 464.4 |
|
| Total performance fee related compensation expense | 988.3 |
| | 8.8 |
| | 997.1 |
|
| Net performance fees | | | | | |
| Realized | 576.6 |
| | (24.0 | ) | | 552.6 |
|
| Unrealized | 529.0 |
| | 96.2 |
| | 625.2 |
|
| Total net performance fees | $ | 1,105.6 |
| | $ | 72.2 |
| | $ | 1,177.8 |
|
| Investment income (loss) | | | | | |
| Realized | $ | 70.4 |
| | $ | (96.2 | ) | | $ | (25.8 | ) |
| Unrealized | 161.6 |
| | (88.6 | ) | | 73.0 |
|
| Total investment income (loss) | $ | 232.0 |
| | $ | (184.8 | ) | | $ | 47.2 |
|
|
| | | | | | | | | | | |
| | Year Ended December 31, 2016 |
| | Carlyle
Consolidated | | Adjustments(3) | | Total
Reportable
Segments |
| | (Dollars in millions) |
| Performance fees | | | | | |
| Realized | $ | 1,129.5 |
| | $ | 86.3 |
| | $ | 1,215.8 |
|
| Unrealized | (377.7 | ) | | (86.4 | ) | | (464.1 | ) |
| Total performance fees | 751.8 |
| | (0.1 | ) | | 751.7 |
|
| Performance fee related compensation expense | | | | | |
| Realized | 580.5 |
| | 10.0 |
| | 590.5 |
|
| Unrealized | (227.4 | ) | | (5.1 | ) | | (232.5 | ) |
| Total performance fee related compensation expense | 353.1 |
| | 4.9 |
| | 358.0 |
|
| Net performance fees | | | | | |
| Realized | 549.0 |
| | 76.3 |
| | 625.3 |
|
| Unrealized | (150.3 | ) | | (81.3 | ) | | (231.6 | ) |
| Total net performance fees | $ | 398.7 |
| | $ | (5.0 | ) | | $ | 393.7 |
|
| Investment income (loss) | | | | | |
| Realized | $ | 112.9 |
| | $ | (68.0 | ) | | $ | 44.9 |
|
| Unrealized | 47.6 |
| | (42.2 | ) | | 5.4 |
|
| Total investment income (loss) | $ | 160.5 |
| | $ | (110.2 | ) | | $ | 50.3 |
|
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
| |
(2) | Other adjustments were comprised of the following (Dollars in millions): |
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
| Losses associated with debt refinancing activities | $ | — |
| | $ | 1.9 |
| | $ | — |
|
| Severance and lease terminations | 10.3 |
| | 6.5 |
| | 5.9 |
|
| Provision for income taxes attributable to non-controlling interests in consolidated entities | (1.3 | ) | | (12.5 | ) | | (19.5 | ) |
| Other adjustments | (9.1 | ) | | (2.1 | ) | | (4.1 | ) |
| | $ | (0.1 | ) | | $ | (6.2 | ) | | $ | (17.7 | ) |
|
| | | | | | | | | | | |
| | Year Ended December 31, 2015 |
| | Carlyle
Consolidated | | Adjustments(3) | | Total
Reportable
Segments |
| | (Dollars in millions) |
| Performance fees | | | | | |
| Realized | $ | 1,441.9 |
| | $ | (7.1 | ) | | $ | 1,434.8 |
|
| Unrealized | (617.0 | ) | | 91.9 |
| | (525.1 | ) |
| Total performance fees | 824.9 |
| | 84.8 |
| | 909.7 |
|
| Performance fee related compensation expense | | | | | |
| Realized | 650.5 |
| | (4.2 | ) | | 646.3 |
|
| Unrealized | (139.6 | ) | | 11.3 |
| | (128.3 | ) |
| Total performance fee related compensation expense | 510.9 |
| | 7.1 |
| | 518.0 |
|
| Net performance fees | | | | | |
| Realized | 791.4 |
| | (2.9 | ) | | 788.5 |
|
| Unrealized | (477.4 | ) | | 80.6 |
| | (396.8 | ) |
| Total net performance fees | $ | 314.0 |
| | $ | 77.7 |
| | $ | 391.7 |
|
| Investment income | | | | | |
| Realized | $ | 32.9 |
| | $ | (97.7 | ) | | $ | (64.8 | ) |
| Unrealized | (17.7 | ) | | 60.1 |
| | 42.4 |
|
| Total investment income | $ | 15.2 |
| | $ | (37.6 | ) | | $ | (22.4 | ) |
| |
| (3) | See reconciliation to most directly comparable U.S. GAAP measure below: |
|
| | | | | | | | | | | |
| | Year Ended December 31, 2014 |
| | Carlyle
Consolidated | | Adjustments(4) | | Total
Reportable
Segments |
| | (Dollars in millions) |
| Performance fees | | | | | |
| Realized | $ | 1,328.7 |
| | $ | (5.0 | ) | | $ | 1,323.7 |
|
| Unrealized | 345.7 |
| | 38.5 |
| | 384.2 |
|
| Total performance fees | 1,674.4 |
| | 33.5 |
| | 1,707.9 |
|
| Performance fee related compensation expense | | | | | |
| Realized | 590.7 |
| | 0.2 |
| | 590.9 |
|
| Unrealized | 282.2 |
| | 27.4 |
| | 309.6 |
|
| Total performance fee related compensation expense | 872.9 |
| | 27.6 |
| | 900.5 |
|
| Net performance fees | | | | | |
| Realized | 738.0 |
| | (5.2 | ) | | 732.8 |
|
| Unrealized | 63.5 |
| | 11.1 |
| | 74.6 |
|
| Total net performance fees | $ | 801.5 |
| | $ | 5.9 |
| | $ | 807.4 |
|
| Investment income (loss) | | | | | |
| Realized | $ | 23.7 |
| | $ | (29.8 | ) | | $ | (6.1 | ) |
| Unrealized | (30.9 | ) | | 25.9 |
| | (5.0 | ) |
| Total investment income (loss) | $ | (7.2 | ) | | $ | (3.9 | ) | | $ | (11.1 | ) |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | |
| | Year Ended December 31, 2013 |
| | Carlyle
Consolidated | | Adjustments(4) | | Total
Reportable
Segments |
| | (Dollars in millions) |
| Performance fees | | | | | |
| Realized | $ | 1,176.7 |
| | $ | (48.1 | ) | | $ | 1,128.6 |
|
| Unrealized | 1,198.6 |
| | (33.9 | ) | | 1,164.7 |
|
| Total performance fees | 2,375.3 |
| | (82.0 | ) | | 2,293.3 |
|
| Performance fee related compensation expense | | | | | |
| Realized | 539.2 |
| | (85.1 | ) | | 454.1 |
|
| Unrealized | 644.5 |
| | 3.3 |
| | 647.8 |
|
| Total performance fee related compensation expense | 1,183.7 |
| | (81.8 | ) | | 1,101.9 |
|
| Net performance fees | | | | | |
| Realized | 637.5 |
| | 37.0 |
| | 674.5 |
|
| Unrealized | 554.1 |
| | (37.2 | ) | | 516.9 |
|
| Total net performance fees | $ | 1,191.6 |
| | $ | (0.2 | ) | | $ | 1,191.4 |
|
| Investment income (loss) | | | | | |
| Realized | $ | 14.4 |
| | $ | (3.8 | ) | | $ | 10.6 |
|
| Unrealized | 4.4 |
| | (57.6 | ) | | (53.2 | ) |
| Total investment income (loss) | $ | 18.8 |
| | $ | (61.4 | ) | | $ | (42.6 | ) |
|
| | | | | | | | | | | |
| | Year Ended December 31, 2012 |
| | Carlyle
Consolidated | | Adjustments(4) | | Total
Reportable
Segments |
| | (Dollars in millions) |
| Performance fees | | | | | |
| Realized | $ | 907.5 |
| | $ | (38.4 | ) | | $ | 869.1 |
|
| Unrealized | 133.6 |
| | (6.7 | ) | | 126.9 |
|
| Total performance fees | 1,041.1 |
| | (45.1 | ) | | 996.0 |
|
| Performance fee related compensation expense | | | | | |
| Realized | 285.5 |
| | 82.7 |
| | 368.2 |
|
| Unrealized | 32.2 |
| | 80.5 |
| | 112.7 |
|
| Total performance fee related compensation expense | 317.7 |
| | 163.2 |
| | 480.9 |
|
| Net performance fees | | | | | |
| Realized | 622.0 |
| | (121.1 | ) | | 500.9 |
|
| Unrealized | 101.4 |
| | (87.2 | ) | | 14.2 |
|
| Total net performance fees | $ | 723.4 |
| | $ | (208.3 | ) | | $ | 515.1 |
|
| Investment income | | | | | |
| Realized | $ | 16.3 |
| | $ | — |
| | $ | 16.3 |
|
| Unrealized | 20.1 |
| | 5.1 |
| | 25.2 |
|
| Total investment income | $ | 36.4 |
| | $ | 5.1 |
| | $ | 41.5 |
|
| |
(4) | Adjustments to performance fees and investment income (loss) relate to (i) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the segment results, (ii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the segment results and (iii) the reclassification of NGP X performance fees, which are included in investment income in the U.S. GAAP financial statements.statements, and (iv) the reclassification of certain tax expenses associated with performance fees. Adjustments to investment income (loss) also include the reclassification of earnings for the investmentinvestments in NGP Management and its affiliates to the appropriate operating captions for the segment results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from the segment results, and adjustments to reflect the Partnership’s share of Urbplan’s net losses as investment losses for the segment results until Urbplan was deconsolidated during the third quarter of 2017. Adjustments are also included in these financial statement captions to reflect the Partnership’s economic interest in Claren Road (through January 2017) and ESG (through June 2016). |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
the investment in NGP Management and its affiliates that are excluded from the segment results, and adjustments to reflect the Partnership’s share of Urbplan’s net losses as investment losses for the segment results. Adjustments to performance fee related compensation expense relate to the inclusion of (i) partner compensation in the segment results for periods prior to the reorganization and initial public offering in May 2012 and (ii) certain tax expenses associated with performance fee compensation. Adjustments are also included in these financial statement captions to reflect the Partnership’s 55% economic interest in each of Claren Road, ESG and Vermillion and, prior to August 1, 2013, the Partnership’s 60% interest in AlpInvest in the segment results.
| |
| (e) | The Total Assets adjustment represents the addition of the assets of the Consolidated Funds that were eliminated in consolidation to arrive at the Partnership’s total assets. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
Information by Geographic Location
Carlyle primarily transacts business in the United States and a significant amount of its revenues are generated domestically. The Partnership has established investment vehicles whose primary focus is making investments in specified geographical locations. The tables below present consolidated revenues and assets based on the geographical focus of the associated investment vehicle.
| | | | Total Revenues | | Total Assets | Total Revenues | | Total Assets |
| | Share | | % | | Share | | % | Share | | % | | Share | | % |
| | (Dollars in millions) | (Dollars in millions) |
| Year Ended December 31, 2014 | | | | | | | | |
| Year Ended December 31, 2017 | | | | | | | | |
Americas(1) | $ | 2,283.3 |
| | 59 | % | | $ | 20,986.9 |
| | 58 | % | $ | 2,299.0 |
| | 62 | % | | $ | 5,033.5 |
| | 41 | % |
EMEA(2) | 1,527.3 |
| | 39 | % | | 14,446.4 |
| | 40 | % | 837.6 |
| | 23 | % | | 6,085.6 |
| | 50 | % |
Asia-Pacific(3) | 69.7 |
| | 2 | % | | 561.0 |
| | 2 | % | 539.6 |
| | 15 | % | | 1,161.5 |
| | 9 | % |
| Total | $ | 3,880.3 |
| | 100 | % | | $ | 35,994.3 |
| | 100 | % | $ | 3,676.2 |
| | 100 | % | | $ | 12,280.6 |
| | 100 | % |
| | | | Total Revenues | | Total Assets | Total Revenues | | Total Assets |
| | Share | | % | | Share | | % | Share | | % | | Share | | % |
| | (Dollars in millions) | (Dollars in millions) |
| Year Ended December 31, 2013 | | | | | | | | |
| Year Ended December 31, 2016 | | | | | | | | |
Americas(1) | $ | 2,613.0 |
| | 59 | % | | $ | 19,091.7 |
| | 53 | % | $ | 1,473.5 |
| | 65 | % | | $ | 5,048.7 |
| | 50 | % |
EMEA(2) | 1,459.3 |
| | 33 | % | | 15,974.6 |
| | 45 | % | 615.1 |
| | 27 | % | | 4,245.1 |
| | 43 | % |
Asia-Pacific(3) | 368.9 |
| | 8 | % | | 556.0 |
| | 2 | % | 185.7 |
| | 8 | % | | 679.2 |
| | 7 | % |
| Total | $ | 4,441.2 |
| | 100 | % | | $ | 35,622.3 |
| | 100 | % | $ | 2,274.3 |
| | 100 | % | | $ | 9,973.0 |
| | 100 | % |
| | | | Total Revenues | | Total Assets | Total Revenues | | Total Assets |
| | Share | | % | | Share | | % | Share | | % | | Share | | % |
| | (Dollars in millions) | (Dollars in millions) |
| Year Ended December 31, 2012 | | | | | | | | |
| Year Ended December 31, 2015 | | | | | | | | |
Americas(1) | $ | 1,842.6 |
| | 62 | % | | $ | 16,419.7 |
| | 52 | % | $ | 1,518.7 |
| | 51 | % | | $ | 19,049.3 |
| | 59 | % |
EMEA(2) | 756.2 |
| | 25 | % | | 14,670.8 |
| | 46 | % | 1,090.1 |
| | 36 | % | | 12,369.1 |
| | 39 | % |
Asia-Pacific(3) | 374.3 |
| | 13 | % | | 476.1 |
| | 2 | % | 397.4 |
| | 13 | % | | 763.2 |
| | 2 | % |
| Total | $ | 2,973.1 |
| | 100 | % | | $ | 31,566.6 |
| | 100 | % | $ | 3,006.2 |
| | 100 | % | | $ | 32,181.6 |
| | 100 | % |
| |
| (1) | Relates to investment vehicles whose primary focus is the United States, Mexico or South America. |
| |
| (2) | Relates to investment vehicles whose primary focus is Europe, the Middle East, and Africa. |
| |
| (3) | Relates to investment vehicles whose primary focus is Asia, including China, Japan, India and Australia. |
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
19.17. Quarterly Financial Data (Unaudited)
Unaudited quarterly information for each of the three months in the years ended December 31, 20142017 and 20132016 are presented below.
| | | | Three Months Ended | Three Months Ended |
| March 31,
2014 |
| June 30,
2014 |
| September 30,
2014 |
| December 31,
2014 | March 31,
2017 | | June 30,
2017 | | September 30,
2017 | | December 31,
2017 |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | $ | 1,147.4 |
|
| $ | 1,138.8 |
|
| $ | 755.0 |
|
| $ | 839.1 |
| $ | 1,120.1 |
| | $ | 908.4 |
| | $ | 639.9 |
| | $ | 1,007.8 |
|
| Expenses | 1,099.0 |
|
| 1,042.6 |
|
| 705.1 |
|
| 928.7 |
| 809.5 |
| | 705.4 |
| | 492.6 |
| | 624.8 |
|
| Other income (loss) | 424.0 |
|
| 445.0 |
|
| 125.5 |
|
| (107.5 | ) | |
| Income (loss) before provision for income taxes | $ | 472.4 |
|
| $ | 541.2 |
|
| $ | 175.4 |
|
| $ | (197.1 | ) | |
| Net income (loss) | $ | 456.4 |
|
| $ | 487.4 |
|
| $ | 181.3 |
|
| $ | (210.0 | ) | |
| Net income attributable to The Carlyle Group L.P. | $ | 24.6 |
|
| $ | 19.5 |
|
| $ | 25.4 |
|
| $ | 16.3 |
| |
| Other income | | 17.1 |
| | 40.7 |
| | 18.6 |
| | 12.0 |
|
| Income before provision for income taxes | | $ | 327.7 |
| | $ | 243.7 |
| | $ | 165.9 |
| | $ | 395.0 |
|
| Net income | | $ | 321.9 |
| | $ | 230.5 |
| | $ | 167.2 |
| | $ | 287.8 |
|
| Net income attributable to The Carlyle Group L.P. common unitholders | | $ | 83.0 |
| | $ | 57.6 |
| | $ | 44.6 |
| | $ | 52.9 |
|
Net income attributable to The Carlyle Group L.P. per common unit(1) |
|
|
|
|
|
|
|
| |
| |
| |
|
| Basic | $ | 0.46 |
|
| $ | 0.30 |
|
| $ | 0.38 |
|
| $ | 0.24 |
| $ | 0.97 |
| | $ | 0.65 |
| | $ | 0.47 |
| | $ | 0.53 |
|
| Diluted | $ | 0.41 |
|
| $ | 0.27 |
|
| $ | 0.35 |
|
| $ | 0.23 |
| $ | 0.90 |
| | $ | 0.59 |
| | $ | 0.43 |
| | $ | 0.49 |
|
Distributions declared per common unit(2) | $ | 1.40 |
|
| $ | 0.16 |
|
| $ | 0.16 |
|
| $ | 0.16 |
| $ | 0.16 |
| | $ | 0.10 |
| | $ | 0.42 |
| | $ | 0.56 |
|
| | | | Three Months Ended | Three Months Ended |
| March 31,
2013 |
| June 30,
2013 |
| September 30,
2013 |
| December 31,
2013 | March 31,
2016 | | June 30,
2016 | | September 30,
2016 | | December 31,
2016 |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | $ | 1,145.0 |
|
| $ | 769.3 |
|
| $ | 888.1 |
|
| $ | 1,638.8 |
| $ | 483.1 |
| | $ | 608.0 |
| | $ | 607.3 |
| | $ | 575.9 |
|
| Expenses | 904.1 |
|
| 774.0 |
|
| 814.7 |
|
| 1,201.1 |
| 459.4 |
| | 546.9 |
| | 661.8 |
| | 574.0 |
|
| Other income (loss) | 211.5 |
|
| 290.6 |
|
| (82.0 | ) |
| 276.6 |
| (8.4 | ) | | 6.7 |
| | 4.8 |
| | 10.0 |
|
| Income (loss) before provision for income taxes | $ | 452.4 |
|
| $ | 285.9 |
|
| $ | (8.6 | ) |
| $ | 714.3 |
| $ | 15.3 |
| | $ | 67.8 |
| | $ | (49.7 | ) | | $ | 11.9 |
|
| Net income (loss) | $ | 427.5 |
|
| $ | 269.3 |
|
| $ | (26.5 | ) |
| $ | 677.5 |
| $ | 7.9 |
| | $ | 43.5 |
| | $ | (50.7 | ) | | $ | 14.6 |
|
| Net income (loss) attributable to The Carlyle Group L.P. | $ | 33.8 |
|
| $ | (3.3 | ) |
| $ | 2.3 |
|
| $ | 71.3 |
| |
| Net income (loss) attributable to The Carlyle Group L.P. common unitholders | | $ | 8.4 |
| | $ | 6.1 |
| | $ | 0.8 |
| | $ | (8.9 | ) |
Net income (loss) attributable to The Carlyle Group L.P. per common unit(1) |
|
|
|
|
|
|
|
| |
| |
| |
|
| Basic | $ | 0.78 |
|
| $ | (0.07 | ) |
| $ | 0.04 |
|
| $ | 1.45 |
| $ | 0.10 |
| | $ | 0.07 |
| | $ | 0.01 |
| | $ | (0.11 | ) |
| Diluted | $ | 0.66 |
|
| $ | (0.07 | ) |
| $ | 0.04 |
|
| $ | 1.17 |
| $ | 0.01 |
| | $ | 0.07 |
| | $ | (0.02 | ) | | $ | (0.16 | ) |
Distributions declared per common unit(2) | $ | 0.85 |
|
| $ | 0.16 |
|
| $ | 0.16 |
|
| $ | 0.16 |
| $ | 0.29 |
| | $ | 0.26 |
| | $ | 0.63 |
| | $ | 0.50 |
|
| |
| (1) | The sum of the quarterly earnings per common unit amounts may not equal the total for the year due to the effects of rounding and dilution. |
| |
| (2) | Distributions declared reflects the calendar date of the declaration of each distribution. |
20.18. Subsequent Events
In February 2015,2018, the Board of Directors of the general partner of the Partnership declared a distribution of $1.61$0.33 per common unit in respect of the fourth quarter of 2014 to common unitholders of record at the close of business on February 23, 2015,20, 2018, payable on February 27, 2018.
In February 2018, the Board of Directors of the general partner of the Partnership declared a distribution for the first quarter of 2018 of $0.367188 per preferred unit to preferred unitholders of record at the close of business on March 1, 2018, payable on March 6, 2015.15, 2018. See Note 14 for more information on the preferred units.
The Carlyle Group L.P.
Notes to the Consolidated Financial Statements
21.19. Supplemental Financial Information
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Partnership’s financial position as of December 31, 20142017 and 20132016 and results of operations for the years ended December 31, 2014, 20132017, 2016 and 2012.2015. The supplemental statement of cash flows is presented without effects of the Consolidated Funds.
| | | | As of December 31, 2014 | As of December 31, 2017 |
| | Consolidated
Operating
Entities | | Consolidated
Funds | | Eliminations | | Consolidated | Consolidated
Operating
Entities | | Consolidated
Funds | | Eliminations | | Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Assets | | | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 1,242.0 |
| | $ | — |
| | $ | — |
| | $ | 1,242.0 |
| $ | 1,000.1 |
| | $ | — |
| | $ | — |
| | $ | 1,000.1 |
|
| Cash and cash equivalents held at Consolidated Funds | — |
| | 1,551.1 |
| | — |
| | 1,551.1 |
| — |
| | 377.6 |
| | — |
| | 377.6 |
|
| Restricted cash | 59.7 |
| | — |
| | — |
| | 59.7 |
| 28.7 |
| | — |
| | — |
| | 28.7 |
|
| Restricted cash and securities of Consolidated Funds | — |
| | 14.9 |
| | — |
| | 14.9 |
| |
| Corporate treasury investments | | 376.3 |
| | — |
| | — |
| | 376.3 |
|
| Accrued performance fees | 3,808.9 |
| | — |
| | (13.3 | ) | | 3,795.6 |
| 3,670.6 |
| | — |
| | — |
| | 3,670.6 |
|
| Investments | 1,114.9 |
| | — |
| | (183.3 | ) | | 931.6 |
| 1,844.2 |
| | — |
| | (219.9 | ) | | 1,624.3 |
|
| Investments of Consolidated Funds | — |
| | 26,028.7 |
| | 0.1 |
| | 26,028.8 |
| — |
| | 4,534.3 |
| | — |
| | 4,534.3 |
|
| Due from affiliates and other receivables, net | 215.8 |
| | — |
| | (16.4 | ) | | 199.4 |
| 262.4 |
| | — |
| | (5.3 | ) | | 257.1 |
|
| Due from affiliates and other receivables of Consolidated Funds, net | — |
| | 1,213.2 |
| | — |
| | 1,213.2 |
| — |
| | 50.8 |
| | — |
| | 50.8 |
|
| Receivables and inventory of a consolidated real estate VIE | 163.9 |
| | — |
| | — |
| | 163.9 |
| |
| Fixed assets, net | 75.4 |
| | — |
| | — |
| | 75.4 |
| 100.4 |
| | — |
| | — |
| | 100.4 |
|
| Deposits and other | 57.3 |
| | 1.9 |
| | — |
| | 59.2 |
| 54.1 |
| | — |
| | — |
| | 54.1 |
|
| Other assets of a consolidated real estate VIE | 86.4 |
| | — |
| | — |
| | 86.4 |
| |
| Intangible assets, net | 442.1 |
| | — |
| | — |
| | 442.1 |
| 35.9 |
| | — |
| | — |
| | 35.9 |
|
| Deferred tax assets | 131.0 |
| | — |
| | — |
| | 131.0 |
| 170.4 |
| | — |
| | — |
| | 170.4 |
|
| Total assets | $ | 7,397.4 |
| | $ | 28,809.8 |
| | $ | (212.9 | ) | | $ | 35,994.3 |
| $ | 7,543.1 |
| | $ | 4,962.7 |
| | $ | (225.2 | ) | | $ | 12,280.6 |
|
| Liabilities and partners’ capital | | | | | | | | | | | | | | |
| Loans payable | $ | 40.2 |
| | $ | — |
| | $ | — |
| | $ | 40.2 |
| |
| 3.875% senior notes due 2023 | 499.9 |
| | — |
| | — |
| | 499.9 |
| |
| 5.625% senior notes due 2043 | 606.8 |
| | — |
| | — |
| | 606.8 |
| |
| Debt obligations | | $ | 1,573.6 |
| | $ | — |
| | $ | — |
| | $ | 1,573.6 |
|
| Loans payable of Consolidated Funds | — |
| | 16,219.8 |
| | (167.6 | ) | | 16,052.2 |
| — |
| | 4,303.8 |
| | — |
| | 4,303.8 |
|
| Loans payable of a consolidated real estate VIE at fair value (principal amount of $243.6 million) | 146.2 |
| | — |
| | — |
| | 146.2 |
| |
| Accounts payable, accrued expenses and other liabilities | 446.8 |
| | — |
| | (50.6 | ) | | 396.2 |
| 355.1 |
| | — |
| | — |
| | 355.1 |
|
| Accrued compensation and benefits | 2,312.5 |
| | — |
| | — |
| | 2,312.5 |
| 2,222.6 |
| | — |
| | — |
| | 2,222.6 |
|
| Due to affiliates | 183.6 |
| | 1.0 |
| | (0.4 | ) | | 184.2 |
| 229.9 |
| | — |
| | — |
| | 229.9 |
|
| Deferred revenue | 93.9 |
| | — |
| | (0.2 | ) | | 93.7 |
| 82.1 |
| | — |
| | — |
| | 82.1 |
|
| Deferred tax liabilities | 112.2 |
| | — |
| | — |
| | 112.2 |
| 75.6 |
| | — |
| | — |
| | 75.6 |
|
| Other liabilities of Consolidated Funds | — |
| | 2,548.0 |
| | (43.1 | ) | | 2,504.9 |
| — |
| | 422.1 |
| | — |
| | 422.1 |
|
| Other liabilities of a consolidated real estate VIE | 84.9 |
| | — |
| | — |
| | 84.9 |
| |
| Accrued giveback obligations | 113.4 |
| | — |
| | (9.0 | ) | | 104.4 |
| 66.8 |
| | — |
| | — |
| | 66.8 |
|
| Total liabilities | 4,640.4 |
| | 18,768.8 |
| | (270.9 | ) | | 23,138.3 |
| 4,605.7 |
| | 4,725.9 |
| | — |
| | 9,331.6 |
|
| Redeemable non-controlling interests in consolidated entities | 8.4 |
| | 3,753.1 |
| | — |
| | 3,761.5 |
| |
| Series A preferred units | | 387.5 |
| | — |
| | — |
| | 387.5 |
|
| Partners’ capital | 566.0 |
| | (71.5 | ) | | 71.5 |
| | 566.0 |
| 701.8 |
| | 62.8 |
| | (62.8 | ) | | 701.8 |
|
| Accumulated other comprehensive income (loss) | (40.3 | ) | | 6.3 |
| | (5.0 | ) | | (39.0 | ) | (72.2 | ) | | 4.1 |
| | (4.6 | ) | | (72.7 | ) |
| Partners’ capital appropriated for Consolidated Funds | — |
| | 193.0 |
| | (8.5 | ) | | 184.5 |
| |
| Non-controlling interests in consolidated entities | 286.3 |
| | 6,160.1 |
| | — |
| | 6,446.4 |
| 391.4 |
| | 13.3 |
| | — |
| | 404.7 |
|
| Non-controlling interests in Carlyle Holdings | 1,936.6 |
| | — |
| | — |
| | 1,936.6 |
| 1,528.9 |
| | 156.6 |
| | (157.8 | ) | | 1,527.7 |
|
| Total partners’ capital | 2,748.6 |
| | 6,287.9 |
| | 58.0 |
| | 9,094.5 |
| 2,937.4 |
| | 236.8 |
| | (225.2 | ) | | 2,949.0 |
|
| Total liabilities and partners’ capital | $ | 7,397.4 |
| | $ | 28,809.8 |
| | $ | (212.9 | ) | | $ | 35,994.3 |
| $ | 7,543.1 |
| | $ | 4,962.7 |
| | $ | (225.2 | ) | | $ | 12,280.6 |
|
| | | | As of December 31, 2013 | As of December 31, 2016 |
| | Consolidated
Operating
Entities | | Consolidated
Funds | | Eliminations | | Consolidated | Consolidated
Operating
Entities | | Consolidated
Funds | | Eliminations | | Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Assets | | | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 966.6 |
| | $ | — |
| | $ | — |
| | $ | 966.6 |
| $ | 670.9 |
| | $ | — |
| | $ | — |
| | $ | 670.9 |
|
| Cash and cash equivalents held at Consolidated Funds | — |
| | 1,402.7 |
| | — |
| | 1,402.7 |
| — |
| | 761.5 |
| | — |
| | 761.5 |
|
| Restricted cash | 129.9 |
| | — |
| | — |
| | 129.9 |
| 13.1 |
| | — |
| | — |
| | 13.1 |
|
| Restricted cash and securities of Consolidated Funds | — |
| | 25.7 |
| | — |
| | 25.7 |
| |
| Corporate treasury investments | | 190.2 |
| | — |
| | — |
| | 190.2 |
|
| Accrued performance fees | 3,724.7 |
| | — |
| | (71.1 | ) | | 3,653.6 |
| 2,481.1 |
| | — |
| | — |
| | 2,481.1 |
|
| Investments | 867.1 |
| | — |
| | (101.8 | ) | | 765.3 |
| 1,272.2 |
| | — |
| | (165.2 | ) | | 1,107.0 |
|
| Investments of Consolidated Funds | — |
| | 26,846.8 |
| | 39.6 |
| | 26,886.4 |
| — |
| | 3,893.7 |
| | — |
| | 3,893.7 |
|
| Due from affiliates and other receivables, net | 188.8 |
| | — |
| | (12.9 | ) | | 175.9 |
| 231.0 |
| | — |
| | (3.8 | ) | | 227.2 |
|
| Due from affiliates and other receivables of Consolidated Funds, net | — |
| | 626.2 |
| | — |
| | 626.2 |
| — |
| | 29.5 |
| | — |
| | 29.5 |
|
| Receivables and inventory of a consolidated real estate VIE | 180.4 |
| | — |
| | — |
| | 180.4 |
| |
| Receivables and inventory of a real estate VIE | | 145.4 |
| | — |
| | — |
| | 145.4 |
|
| Fixed assets, net | 68.8 |
| | — |
| | — |
| | 68.8 |
| 106.1 |
| | — |
| | — |
| | 106.1 |
|
| Deposits and other | 35.6 |
| | 2.9 |
| | — |
| | 38.5 |
| 39.4 |
| | — |
| | — |
| | 39.4 |
|
| Other assets of a consolidated real estate VIE | 60.1 |
| | — |
| | — |
| | 60.1 |
| |
| Other assets of a real estate VIE | | 31.5 |
| | — |
| | — |
| | 31.5 |
|
| Intangible assets, net | 582.8 |
| | — |
| | — |
| | 582.8 |
| 42.0 |
| | — |
| | — |
| | 42.0 |
|
| Deferred tax assets | 59.4 |
| | — |
| | — |
| | 59.4 |
| 234.4 |
| | — |
| | — |
| | 234.4 |
|
| Total assets | $ | 6,864.2 |
| | $ | 28,904.3 |
| | $ | (146.2 | ) | | $ | 35,622.3 |
| $ | 5,457.3 |
| | $ | 4,684.7 |
| | $ | (169.0 | ) | | $ | 9,973.0 |
|
| Liabilities and partners’ capital | | | | | | | | | | | | | | |
| Loans payable | $ | 42.4 |
| | $ | — |
| | $ | — |
| | $ | 42.4 |
| |
| 3.875% senior notes due 2023 | 499.8 |
| | — |
| | — |
| | 499.8 |
| |
| 5.625% senior notes due 2043 | 398.4 |
| | — |
| | — |
| | 398.4 |
| |
| Debt obligations | | $ | 1,265.2 |
| | $ | — |
| | $ | — |
| | $ | 1,265.2 |
|
| Loans payable of Consolidated Funds | — |
| | 15,321.4 |
| | (100.7 | ) | | 15,220.7 |
| — |
| | 3,866.3 |
| | — |
| | 3,866.3 |
|
| Loans payable of a consolidated real estate VIE at fair value (principal amount of $305.3 million) | 122.1 |
| | — |
| | — |
| | 122.1 |
| |
| Loans payable of a real estate VIE at fair value (principal amount of $144.4 million) | | 79.4 |
| | — |
| | — |
| | 79.4 |
|
| Accounts payable, accrued expenses and other liabilities | 310.9 |
| | — |
| | (45.8 | ) | | 265.1 |
| 369.8 |
| | — |
| | — |
| | 369.8 |
|
| Accrued compensation and benefits | 2,253.0 |
| | — |
| | — |
| | 2,253.0 |
| 1,661.8 |
| | — |
| | — |
| | 1,661.8 |
|
| Due to affiliates | 352.4 |
| | 51.8 |
| | (0.5 | ) | | 403.7 |
| 223.4 |
| | 0.2 |
| | — |
| | 223.6 |
|
| Deferred revenue | 62.8 |
| | 1.3 |
| | — |
| | 64.1 |
| 54.0 |
| | — |
| | — |
| | 54.0 |
|
| Deferred tax liabilities | 103.6 |
| | — |
| | — |
| | 103.6 |
| 76.6 |
| | — |
| | — |
| | 76.6 |
|
| Other liabilities of Consolidated Funds | — |
| | 1,445.4 |
| | (62.7 | ) | | 1,382.7 |
| — |
| | 669.0 |
| | (32.0 | ) | | 637.0 |
|
| Other liabilities of a consolidated real estate VIE | 97.7 |
| | — |
| | — |
| | 97.7 |
| |
| Other liabilities of a real estate VIE | | 124.5 |
| | — |
| | — |
| | 124.5 |
|
| Accrued giveback obligations | 49.9 |
| | — |
| | (10.3 | ) | | 39.6 |
| 160.8 |
| | — |
| | — |
| | 160.8 |
|
| Total liabilities | 4,293.0 |
| | 16,819.9 |
| | (220.0 | ) | | 20,892.9 |
| 4,015.5 |
| | 4,535.5 |
| | (32.0 | ) | | 8,519.0 |
|
| Redeemable non-controlling interests in consolidated entities | 11.4 |
| | 4,340.6 |
| | — |
| | 4,352.0 |
| |
| Partners’ capital | 357.1 |
| | (76.6 | ) | | 76.6 |
| | 357.1 |
| 403.1 |
| | 36.7 |
| | (36.7 | ) | | 403.1 |
|
| Accumulated other comprehensive loss | (11.2 | ) | | (0.5 | ) | | 0.5 |
| | (11.2 | ) | |
| Partners’ capital appropriated for Consolidated Funds | — |
| | 466.9 |
| | (3.3 | ) | | 463.6 |
| |
| Accumulated other comprehensive income (loss) | | (94.9 | ) | | (1.5 | ) | | 1.2 |
| | (95.2 | ) |
| Non-controlling interests in consolidated entities | 342.6 |
| | 7,354.0 |
| | — |
| | 7,696.6 |
| 264.3 |
| | 13.5 |
| | — |
| | 277.8 |
|
| Non-controlling interests in Carlyle Holdings | 1,871.3 |
| | — |
| | — |
| | 1,871.3 |
| 869.3 |
| | 100.5 |
| | (101.5 | ) | | 868.3 |
|
| Total partners’ capital | 2,559.8 |
| | 7,743.8 |
| | 73.8 |
| | 10,377.4 |
| 1,441.8 |
| | 149.2 |
| | (137.0 | ) | | 1,454.0 |
|
| Total liabilities and partners’ capital | $ | 6,864.2 |
| | $ | 28,904.3 |
| | $ | (146.2 | ) | | $ | 35,622.3 |
| $ | 5,457.3 |
| | $ | 4,684.7 |
| | $ | (169.0 | ) | | $ | 9,973.0 |
|
| | | | Year Ended December 31, 2014 | Year Ended December 31, 2017 |
| | Consolidated
Operating
Entities | | Consolidated
Funds | | Eliminations | | Consolidated | Consolidated
Operating
Entities | | Consolidated
Funds | | Eliminations | | Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | | | | | | | | | | | | | | |
| Fund management fees | $ | 1,352.9 |
| | $ | — |
| | $ | (186.6 | ) | | $ | 1,166.3 |
| $ | 1,045.4 |
| | $ | — |
| | $ | (18.5 | ) | | $ | 1,026.9 |
|
| Performance fees | | | | | | | | | | | | | | |
| Realized | 1,355.1 |
| | — |
| | (26.4 | ) | | 1,328.7 |
| 1,099.7 |
| | — |
| | (2.4 | ) | | 1,097.3 |
|
| Unrealized | 355.0 |
| | — |
| | (9.3 | ) | | 345.7 |
| 996.6 |
| | — |
| | — |
| | 996.6 |
|
| Total performance fees | 1,710.1 |
| | — |
| | (35.7 | ) | | 1,674.4 |
| 2,096.3 |
| | — |
| | (2.4 | ) | | 2,093.9 |
|
| Investment income (loss) | | | | | | | | |
| Investment income | | | | | | | | |
| Realized | 29.4 |
| | — |
| | (5.7 | ) | | 23.7 |
| 77.5 |
| | — |
| | (7.1 | ) | | 70.4 |
|
| Unrealized | (37.7 | ) | | — |
| | 6.8 |
| | (30.9 | ) | 166.3 |
| | — |
| | (4.7 | ) | | 161.6 |
|
| Total investment income (loss) | (8.3 | ) | | — |
| | 1.1 |
| | (7.2 | ) | |
| Total investment income | | 243.8 |
| | — |
| | (11.8 | ) | | 232.0 |
|
| Interest and other income | 23.6 |
| | — |
| | (3.0 | ) | | 20.6 |
| 60.5 |
| | — |
| | (23.8 | ) | | 36.7 |
|
| Interest and other income of Consolidated Funds | — |
| | 956.0 |
| | — |
| | 956.0 |
| — |
| | 177.7 |
| | — |
| | 177.7 |
|
| Revenue of a consolidated real estate VIE | 70.2 |
| | — |
| | — |
| | 70.2 |
| |
| Revenue of a real estate VIE | | 109.0 |
| | — |
| | — |
| | 109.0 |
|
| Total revenues | 3,148.5 |
| | 956.0 |
| | (224.2 | ) | | 3,880.3 |
| 3,555.0 |
| | 177.7 |
| | (56.5 | ) | | 3,676.2 |
|
| Expenses | | | | | | | | | | | | | | |
| Compensation and benefits | | | | | | | | | | | | | | |
| Base compensation | 789.0 |
| | — |
| | — |
| | 789.0 |
| 652.7 |
| | — |
| | — |
| | 652.7 |
|
| Equity-based compensation | 344.0 |
| | — |
| | — |
| | 344.0 |
| 320.3 |
| | — |
| | — |
| | 320.3 |
|
| Performance fee related | | | | | | | | | | | | | | |
| Realized | 590.7 |
| | — |
| | — |
| | 590.7 |
| 520.7 |
| | — |
| | — |
| | 520.7 |
|
| Unrealized | 282.2 |
| | — |
| | — |
| | 282.2 |
| 467.6 |
| | — |
| | — |
| | 467.6 |
|
| Total compensation and benefits | 2,005.9 |
| | — |
| | — |
| | 2,005.9 |
| 1,961.3 |
| | — |
| | — |
| | 1,961.3 |
|
| General, administrative and other expenses | 523.9 |
| | — |
| | 2.9 |
| | 526.8 |
| 276.8 |
| | — |
| | — |
| | 276.8 |
|
| Interest | 55.7 |
| | — |
| | — |
| | 55.7 |
| 65.5 |
| | — |
| | — |
| | 65.5 |
|
| Interest and other expenses of Consolidated Funds | — |
| | 1,286.5 |
| | (244.5 | ) | | 1,042.0 |
| — |
| | 240.4 |
| | (42.8 | ) | | 197.6 |
|
| Interest and other expenses of a consolidated real estate VIE | 175.3 |
| | — |
| | — |
| | 175.3 |
| |
| Interest and other expenses of a real estate VIE and loss on deconsolidation | | 202.5 |
| | — |
| | — |
| | 202.5 |
|
| Other non-operating income | (30.3 | ) | | — |
| | — |
| | (30.3 | ) | (71.4 | ) | | — |
| | — |
| | (71.4 | ) |
| Total expenses | 2,730.5 |
| | 1,286.5 |
| | (241.6 | ) | | 3,775.4 |
| 2,434.7 |
| | 240.4 |
| | (42.8 | ) | | 2,632.3 |
|
| Other income | | | | | | | | | | | | | | |
| Net investment gains of Consolidated Funds | — |
| | 898.4 |
| | (11.4 | ) | | 887.0 |
| — |
| | 123.5 |
| | (35.1 | ) | | 88.4 |
|
| Income before provision for income taxes | 418.0 |
| | 567.9 |
| | 6.0 |
| | 991.9 |
| 1,120.3 |
| | 60.8 |
| | (48.8 | ) | | 1,132.3 |
|
| Provision for income taxes | 76.8 |
| | — |
| | — |
| | 76.8 |
| 124.9 |
| | — |
| | — |
| | 124.9 |
|
| Net income | 341.2 |
| | 567.9 |
| | 6.0 |
| | 915.1 |
| 995.4 |
| | 60.8 |
| | (48.8 | ) | | 1,007.4 |
|
| Net income (loss) attributable to non-controlling interests in consolidated entities | (88.4 | ) | | — |
| | 573.9 |
| | 485.5 |
| |
| Net income attributable to non-controlling interests in consolidated entities | | 60.5 |
| | — |
| | 12.0 |
| | 72.5 |
|
| Net income attributable to Carlyle Holdings | 429.6 |
| | 567.9 |
| | (567.9 | ) | | 429.6 |
| 934.9 |
| | 60.8 |
| | (60.8 | ) | | 934.9 |
|
| Net income attributable to non-controlling interests in Carlyle Holdings | 343.8 |
| | — |
| | — |
| | 343.8 |
| 690.8 |
| | — |
| | — |
| | 690.8 |
|
| Net income attributable to The Carlyle Group L.P. | $ | 85.8 |
| | $ | 567.9 |
| | $ | (567.9 | ) | | $ | 85.8 |
| 244.1 |
| | 60.8 |
| | (60.8 | ) | | 244.1 |
|
| Net income attributable to Series A Preferred Unitholders | | 6.0 |
| | — |
| | — |
| | 6.0 |
|
| Net income attributable to The Carlyle Group L.P. Common Unitholders | | $ | 238.1 |
| | $ | 60.8 |
| | $ | (60.8 | ) | | $ | 238.1 |
|
| | | | Year Ended December 31, 2013 | Year Ended December 31, 2016 |
| | Consolidated Operating Entities | | Consolidated Funds | | Eliminations | | Consolidated | Consolidated Operating Entities | | Consolidated Funds | | Eliminations | | Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | | | | | | | | | | | | | | |
| Fund management fees | $ | 1,168.2 |
| | $ | — |
| | $ | (183.6 | ) | | $ | 984.6 |
| $ | 1,090.3 |
| | $ | — |
| | $ | (14.2 | ) | | $ | 1,076.1 |
|
| Performance fees | | | | | | | | | | | | | | |
| Realized | 1,247.0 |
| | — |
| | (70.3 | ) | | 1,176.7 |
| 1,129.7 |
| | — |
| | (0.2 | ) | | 1,129.5 |
|
| Unrealized | 1,201.5 |
| | — |
| | (2.9 | ) | | 1,198.6 |
| (377.7 | ) | | — |
| | — |
| | (377.7 | ) |
| Total performance fees | 2,448.5 |
| | — |
| | (73.2 | ) | | 2,375.3 |
| 752.0 |
| | — |
| | (0.2 | ) | | 751.8 |
|
| Investment income (loss) | | | | | | | | |
| Investment income | | | | | | | | |
| Realized | 15.0 |
| | — |
| | (0.6 | ) | | 14.4 |
| 115.5 |
| | — |
| | (2.6 | ) | | 112.9 |
|
| Unrealized | (61.4 | ) | | — |
| | 65.8 |
| | 4.4 |
| 50.0 |
| | — |
| | (2.4 | ) | | 47.6 |
|
| Total investment income (loss) | (46.4 | ) | | — |
| | 65.2 |
| | 18.8 |
| |
| Total investment income | | 165.5 |
| | — |
| | (5.0 | ) | | 160.5 |
|
| Interest and other income | 13.1 |
| | — |
| | (1.2 | ) | | 11.9 |
| 38.9 |
| | — |
| | (15.0 | ) | | 23.9 |
|
| Interest and other income of Consolidated Funds | — |
| | 1,043.1 |
| | — |
| | 1,043.1 |
| — |
| | 166.9 |
| | — |
| | 166.9 |
|
| Revenue of a consolidated real estate VIE | 7.5 |
| | — |
| | — |
| | 7.5 |
| |
| Revenue of a real estate VIE | | 95.1 |
| | — |
| | — |
| | 95.1 |
|
| Total revenues | 3,590.9 |
| | 1,043.1 |
| | (192.8 | ) | | 4,441.2 |
| 2,141.8 |
| | 166.9 |
| | (34.4 | ) | | 2,274.3 |
|
| Expenses | | | | | | | | | | | | | | |
| Compensation and benefits | | | | | | | | | | | | | | |
| Base compensation | 738.0 |
| | — |
| | — |
| | 738.0 |
| 647.1 |
| | — |
| | — |
| | 647.1 |
|
| Equity-based compensation | 322.4 |
| | — |
| | — |
| | 322.4 |
| 334.6 |
| | — |
| | — |
| | 334.6 |
|
| Performance fee related | | | | | | | | | | | | | | |
| Realized | 539.2 |
| | — |
| | — |
| | 539.2 |
| 580.5 |
| | — |
| | — |
| | 580.5 |
|
| Unrealized | 644.5 |
| | — |
| | — |
| | 644.5 |
| (227.4 | ) | | — |
| | — |
| | (227.4 | ) |
| Total compensation and benefits | 2,244.1 |
| | — |
| | — |
| | 2,244.1 |
| 1,334.8 |
| | — |
| | — |
| | 1,334.8 |
|
| General, administrative and other expenses | 492.9 |
| | — |
| | 3.5 |
| | 496.4 |
| 521.1 |
| | — |
| | — |
| | 521.1 |
|
| Interest | 45.5 |
| | — |
| | — |
| | 45.5 |
| 61.3 |
| | — |
| | — |
| | 61.3 |
|
| Interest and other expenses of Consolidated Funds | — |
| | 1,169.4 |
| | (278.8 | ) | | 890.6 |
| — |
| | 153.1 |
| | (24.6 | ) | | 128.5 |
|
| Interest and other expenses of a consolidated real estate VIE | 33.8 |
| | — |
| | — |
| | 33.8 |
| |
| Interest and other expenses of a real estate VIE | | 207.6 |
| | — |
| | — |
| | 207.6 |
|
| Other non-operating income | (16.5 | ) | | — |
| | — |
| | (16.5 | ) | (11.2 | ) | | — |
| | — |
| | (11.2 | ) |
| Total expenses | 2,799.8 |
| | 1,169.4 |
| | (275.3 | ) | | 3,693.9 |
| 2,113.6 |
| | 153.1 |
| | (24.6 | ) | | 2,242.1 |
|
| Other income | | | | | | | | | | | | | | |
| Net investment gains of Consolidated Funds | — |
| | 701.3 |
| | (4.6 | ) | | 696.7 |
| — |
| | 13.1 |
| | — |
| | 13.1 |
|
| Income before provision for income taxes | 791.1 |
| | 575.0 |
| | 77.9 |
| | 1,444.0 |
| 28.2 |
| | 26.9 |
| | (9.8 | ) | | 45.3 |
|
| Provision for income taxes | 96.2 |
| | — |
| | — |
| | 96.2 |
| 30.0 |
| | — |
| | — |
| | 30.0 |
|
| Net income | 694.9 |
| | 575.0 |
| | 77.9 |
| | 1,347.8 |
| |
| Net income (loss) | | (1.8 | ) | | 26.9 |
| | (9.8 | ) | | 15.3 |
|
| Net income attributable to non-controlling interests in consolidated entities | 23.1 |
| | — |
| | 652.9 |
| | 676.0 |
| 23.9 |
| | — |
| | 17.1 |
| | 41.0 |
|
| Net income attributable to Carlyle Holdings | 671.8 |
| | 575.0 |
| | (575.0 | ) | | 671.8 |
| |
| Net income attributable to non-controlling interests in Carlyle Holdings | 567.7 |
| | — |
| | — |
| | 567.7 |
| |
| Net income (loss) attributable to Carlyle Holdings | | (25.7 | ) | | 26.9 |
| | (26.9 | ) | | (25.7 | ) |
| Net loss attributable to non-controlling interests in Carlyle Holdings | | (32.1 | ) | | — |
| | — |
| | (32.1 | ) |
| Net income attributable to The Carlyle Group L.P. | $ | 104.1 |
| | $ | 575.0 |
| | $ | (575.0 | ) | | $ | 104.1 |
| $ | 6.4 |
| | $ | 26.9 |
| | $ | (26.9 | ) | | $ | 6.4 |
|
| | | | Year Ended December 31, 2012 | Year Ended December 31, 2015 |
| | Consolidated Operating Entities | | Consolidated Funds | | Eliminations | | Consolidated | Consolidated Operating Entities | | Consolidated Funds | | Eliminations | | Consolidated |
| | (Dollars in millions) | (Dollars in millions) |
| Revenues | | | | | | | | | | | | | | |
| Fund management fees | $ | 1,115.7 |
| | $ | — |
| | $ | (138.1 | ) | | $ | 977.6 |
| $ | 1,239.1 |
| | $ | — |
| | $ | (153.9 | ) | | $ | 1,085.2 |
|
| Performance fees | | | | | | | | | | | | | | |
| Realized | 933.6 |
| | — |
| | (26.1 | ) | | 907.5 |
| 1,460.3 |
| | — |
| | (18.4 | ) | | 1,441.9 |
|
| Unrealized | 126.6 |
| | — |
| | 7.0 |
| | 133.6 |
| (602.0 | ) | | — |
| | (15.0 | ) | | (617.0 | ) |
| Total performance fees | 1,060.2 |
| | — |
| | (19.1 | ) | | 1,041.1 |
| 858.3 |
| | — |
| | (33.4 | ) | | 824.9 |
|
| Investment income | | | | | | | | |
| Investment income (loss) | | | | | | | | |
| Realized | 31.0 |
| | — |
| | (14.7 | ) | | 16.3 |
| (35.4 | ) | | — |
| | 68.3 |
| | 32.9 |
|
| Unrealized | 19.5 |
| | — |
| | 0.6 |
| | 20.1 |
| 23.3 |
| | — |
| | (41.0 | ) | | (17.7 | ) |
| Total investment income | 50.5 |
| | — |
| | (14.1 | ) | | 36.4 |
| |
| Total investment income (loss) | | (12.1 | ) | | — |
| | 27.3 |
| | 15.2 |
|
| Interest and other income | 14.5 |
| | — |
| | — |
| | 14.5 |
| 22.9 |
| | — |
| | (4.3 | ) | | 18.6 |
|
| Interest and other income of Consolidated Funds | — |
| | 903.5 |
| | — |
| | 903.5 |
| — |
| | 975.5 |
| | — |
| | 975.5 |
|
| Revenue of a real estate VIE | | 86.8 |
| | — |
| | — |
| | 86.8 |
|
| Total revenues | 2,240.9 |
| | 903.5 |
| | (171.3 | ) | | 2,973.1 |
| 2,195.0 |
| | 975.5 |
| | (164.3 | ) | | 3,006.2 |
|
| Expenses | | | | | | | | | | | | | | |
| Compensation and benefits | | | | | | | | | | | | | | |
| Base compensation | 624.5 |
| | — |
| | — |
| | 624.5 |
| 632.2 |
| | — |
| | — |
| | 632.2 |
|
| Equity-based compensation | 201.7 |
| | — |
| | — |
| | 201.7 |
| 378.0 |
| | — |
| | — |
| | 378.0 |
|
| Performance fee related | | | | | | | | | | | | | | |
| Realized | 285.5 |
| | — |
| | — |
| | 285.5 |
| 650.5 |
| | — |
| | — |
| | 650.5 |
|
| Unrealized | 32.2 |
| | — |
| | — |
| | 32.2 |
| (139.6 | ) | | — |
| | — |
| | (139.6 | ) |
| Total compensation and benefits | 1,143.9 |
| | — |
| | — |
| | 1,143.9 |
| 1,521.1 |
| | — |
| | — |
| | 1,521.1 |
|
| General, administrative and other expenses | 360.0 |
| | — |
| | (2.5 | ) | | 357.5 |
| 712.8 |
| | — |
| | — |
| | 712.8 |
|
| Interest | 24.6 |
| | — |
| | — |
| | 24.6 |
| 58.0 |
| | — |
| | — |
| | 58.0 |
|
| Interest and other expenses of Consolidated Funds | — |
| | 923.9 |
| | (165.8 | ) | | 758.1 |
| — |
| | 1,258.8 |
| | (219.5 | ) | | 1,039.3 |
|
| Other non-operating expense | 7.1 |
| | — |
| | — |
| | 7.1 |
| |
| Interest and other expenses of a real estate VIE | | 144.6 |
| | — |
| | — |
| | 144.6 |
|
| Other non-operating income | | (7.4 | ) | | — |
| | — |
| | (7.4 | ) |
| Total expenses | 1,535.6 |
| | 923.9 |
| | (168.3 | ) | | 2,291.2 |
| 2,429.1 |
| | 1,258.8 |
| | (219.5 | ) | | 3,468.4 |
|
| Other income | | | | | | | | | | | | | | |
| Net investment gains of Consolidated Funds | — |
| | 1,755.5 |
| | 2.5 |
| | 1,758.0 |
| — |
| | 886.9 |
| | (22.5 | ) | | 864.4 |
|
| Income before provision for income taxes | 705.3 |
| | 1,735.1 |
| | (0.5 | ) | | 2,439.9 |
| |
| Income (loss) before provision for income taxes | | (234.1 | ) | | 603.6 |
| | 32.7 |
| | 402.2 |
|
| Provision for income taxes | 40.4 |
| | — |
| | — |
| | 40.4 |
| 2.1 |
| | — |
| | — |
| | 2.1 |
|
| Net income | 664.9 |
| | 1,735.1 |
| | (0.5 | ) | | 2,399.5 |
| |
| Net income attributable to non-controlling interests in consolidated entities | 22.1 |
| | — |
| | 1,734.6 |
| | 1,756.7 |
| |
| Net income attributable to Carlyle Holdings | 642.8 |
| | 1,735.1 |
| | (1,735.1 | ) | | 642.8 |
| |
| Net income attributable to non-controlling interests in Carlyle Holdings | 622.5 |
| | — |
| | — |
| | 622.5 |
| |
| Net income attributable to The Carlyle Group L.P. | $ | 20.3 |
| | $ | 1,735.1 |
| | $ | (1,735.1 | ) | | $ | 20.3 |
| |
| Net income (loss) | | (236.2 | ) | | 603.6 |
| | 32.7 |
| | 400.1 |
|
| Net income (loss) attributable to non-controlling interests in consolidated entities | | (98.4 | ) | | — |
| | 636.3 |
| | 537.9 |
|
| Net income (loss) attributable to Carlyle Holdings | | (137.8 | ) | | 603.6 |
| | (603.6 | ) | | (137.8 | ) |
| Net loss attributable to non-controlling interests in Carlyle Holdings | | (119.4 | ) | | — |
| | — |
| | (119.4 | ) |
| Net income (loss) attributable to The Carlyle Group L.P. | | $ | (18.4 | ) | | $ | 603.6 |
| | $ | (603.6 | ) | | $ | (18.4 | ) |
| | | | Year Ended December 31, | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 | 2017 | | 2016 | | 2015 |
| | (Dollars in millions) | (Dollars in millions) |
| Cash flows from operating activities | | | | | | | | | | |
| Net income | $ | 341.2 |
| | $ | 694.9 |
| | $ | 664.9 |
| |
| Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | |
| Depreciation and amortization | 192.1 |
| | 163.6 |
| | 107.8 |
| |
| Net income (loss) | | $ | 995.4 |
| | $ | (1.8 | ) | | $ | (236.2 | ) |
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: | | | | | | |
| Depreciation, amortization, and impairment | | 41.3 |
| | 72.0 |
| | 322.8 |
|
| Equity-based compensation | 344.0 |
| | 322.4 |
| | 201.7 |
| 320.3 |
| | 334.6 |
| | 378.0 |
|
| Excess tax benefits related to equity-based compensation | (2.7 | ) | | (1.9 | ) | | — |
| — |
| | — |
| | (4.0 | ) |
| Non-cash performance fees | (582.2 | ) | | (1,595.9 | ) | | (185.6 | ) | |
| Non-cash performance fees, net | | (626.8 | ) | | 199.6 |
| | 437.4 |
|
| Other non-cash amounts | (1.4 | ) | | (9.1 | ) | | 8.4 |
| (79.8 | ) | | (55.8 | ) | | 12.7 |
|
| Investment loss (income) | 55.7 |
| | 77.5 |
| | (39.9 | ) | |
| Purchases of investments and trading securities | (330.1 | ) | | (181.1 | ) | | (540.4 | ) | |
| Proceeds from the sale of investments and trading securities | 567.5 |
| | 303.4 |
| | 233.2 |
| |
| Investment (income) loss | | (222.8 | ) | | (159.5 | ) | | 26.7 |
|
| Purchases of investments | | (938.6 | ) | | (458.3 | ) | | (174.5 | ) |
| Proceeds from the sale of investments | | 477.6 |
| | 325.1 |
| | 349.6 |
|
Payments of contingent consideration
| (59.6 | ) | | — |
| | — |
| (22.6 | ) | | (82.6 | ) | | (17.8 | ) |
| Change in deferred taxes, net | 10.5 |
| | 44.5 |
| | (9.3 | ) | 93.4 |
| | (4.4 | ) | | (31.4 | ) |
| Change in due from affiliates and other receivables | (4.2 | ) | | (7.8 | ) | | 10.1 |
| (1.1 | ) | | (12.4 | ) | | (1.4 | ) |
| Change in receivables and inventory of a consolidated real estate VIE | — |
| | 10.1 |
| | — |
| |
| Change in receivables and inventory of a real estate VIE | | (14.5 | ) | | 29.0 |
| | (57.5 | ) |
| Change in deposits and other | (10.9 | ) | | 9.7 |
| | 9.4 |
| (2.0 | ) | | 6.1 |
| | (9.0 | ) |
| Change in other assets of a consolidated real estate VIE | (25.0 | ) | | 4.3 |
| | — |
| |
| Change in other assets of a real estate VIE | | 1.6 |
| | 41.2 |
| | (17.4 | ) |
| Deconsolidation of Claren Road (see Note 9) | | (23.3 | ) | | — |
| | — |
|
| Deconsolidation of Urbplan (see Note 15) | | 14.0 |
| | — |
| | — |
|
| Deconsolidation of ESG | | — |
| | (34.5 | ) | | — |
|
| Change in accounts payable, accrued expenses and other liabilities | (23.4 | ) | | 46.6 |
| | 3.4 |
| 50.5 |
| | 66.6 |
| | (20.3 | ) |
| Change in accrued compensation and benefits | 155.4 |
| | 935.5 |
| | (5.3 | ) | (13.7 | ) | | 6.5 |
| | (35.3 | ) |
| Change in due to affiliates | (81.6 | ) | | 96.7 |
| | (23.6 | ) | 35.7 |
| | (19.3 | ) | | 21.0 |
|
| Change in other liabilities of a consolidated real estate VIE | (24.9 | ) | | (32.1 | ) | | — |
| |
| Change in other liabilities of a real estate VIE | | 47.9 |
| | 34.3 |
| | 101.6 |
|
| Change in deferred revenue | 36.8 |
| | 0.7 |
| | (30.1 | ) | 24.4 |
| | 18.9 |
| | (50.0 | ) |
| Net cash provided by operating activities | 557.2 |
| | 882.0 |
| | 404.7 |
| 156.9 |
| | 305.3 |
| | 995.0 |
|
| Cash flows from investing activities | | | | | | | | | | |
| Change in restricted cash | 69.8 |
| | (95.4 | ) | | (9.6 | ) | (15.5 | ) | | 5.3 |
| | 40.8 |
|
| Purchases of fixed assets, net | (29.7 | ) | | (29.5 | ) | | (32.7 | ) | (34.0 | ) | | (25.4 | ) | | (62.3 | ) |
| Purchases of intangible assets | — |
| | — |
| | (41.0 | ) | |
| Acquisitions, net of cash acquired | (3.1 | ) | | (10.2 | ) | | (42.8 | ) | |
| Net cash provided by (used in) investing activities | 37.0 |
| | (135.1 | ) | | (126.1 | ) | |
| Net cash used in investing activities | | (49.5 | ) | | (20.1 | ) | | (21.5 | ) |
| Cash flows from financing activities | | | | | | | | | | |
| Borrowings under credit facility | — |
| | — |
| | 820.0 |
| 250.0 |
| | — |
| | — |
|
| Repayments under credit facility | — |
| | (386.3 | ) | | (744.6 | ) | (250.0 | ) | | — |
| | — |
|
| Issuance of 3.875% senior notes due 2023, net of financing costs | — |
| | 495.3 |
| | — |
| |
| Issuance of 5.625% senior notes due 2043, net of financing costs | 210.8 |
| | 394.1 |
| | — |
| |
| Proceeds from loans payable | — |
| | 17.1 |
| | — |
| |
| Payments on loans payable | — |
| | (475.0 | ) | | (310.0 | ) | |
| Net payments on loans payable of a consolidated real estate VIE | (34.4 | ) | | (1.5 | ) | | — |
| |
| Proceeds from debt obligations | | 265.6 |
| | 20.6 |
| | — |
|
| Payments on debt obligations | | (21.7 | ) | | (9.0 | ) | | — |
|
| Net payments on loans payable of a real estate VIE | | (14.3 | ) | | (34.5 | ) | | (65.3 | ) |
| Payments of contingent consideration | (39.5 | ) | | (23.9 | ) | | (10.0 | ) | (0.6 | ) | | (3.3 | ) | | (8.1 | ) |
| Net proceeds from issuance of common units, net of offering costs | 449.5 |
| | — |
| | 615.8 |
| — |
| | — |
| | 209.9 |
|
| Proceeds from issuance of preferred units | | 387.5 |
| | — |
| | — |
|
| Excess tax benefits related to equity-based compensation | 2.7 |
| | 1.9 |
| | — |
| — |
| | — |
| | 4.0 |
|
| Distributions to common unitholders | (102.7 | ) | | (59.9 | ) | | (11.7 | ) | (118.1 | ) | | (140.9 | ) | | (251.0 | ) |
| Distributions to preferred unitholders | | (6.0 | ) | | — |
| | — |
|
| Distributions to non-controlling interest holders in Carlyle Holdings | (486.9 | ) | | (372.9 | ) | | (96.6 | ) | (295.6 | ) | | (422.6 | ) | | (848.5 | ) |
| Contributions from predecessor owners | — |
| | — |
| | 9.3 |
| |
| Distributions to predecessor owners | — |
| | — |
| | (452.3 | ) | |
| Contributions from non-controlling interest holders | 162.2 |
| | 137.7 |
| | 38.3 |
| 119.2 |
| | 113.0 |
| | 168.5 |
|
| Distributions to non-controlling interest holders | (118.3 | ) | | (87.0 | ) | | (79.4 | ) | (100.8 | ) | | (104.2 | ) | | (110.8 | ) |
| Acquisition of non-controlling interests in Carlyle Holdings | (303.4 | ) | | (7.1 | ) | | — |
| — |
| | — |
| | (209.9 | ) |
| Units repurchased | | (0.2 | ) | | (58.9 | ) | | — |
|
| Change in due to/from affiliates financing activities | (38.4 | ) | | 17.3 |
| | 0.7 |
| (26.4 | ) | | 53.6 |
| | (62.7 | ) |
| Net cash used in financing activities | (298.4 | ) | | (350.2 | ) | | (220.5 | ) | |
| Net cash provided by (used in) financing activities | | 188.6 |
| | (586.2 | ) | | (1,173.9 | ) |
| Effect of foreign exchange rate changes | (20.4 | ) | | 2.8 |
| | (0.6 | ) | 33.2 |
| | (19.6 | ) | | (50.1 | ) |
| Increase in cash and cash equivalents | 275.4 |
| | 399.5 |
| | 57.5 |
| |
| Increase (decrease) in cash and cash equivalents | | 329.2 |
| | (320.6 | ) | | (250.5 | ) |
| Cash and cash equivalents, beginning of period | 966.6 |
| | 567.1 |
| | 509.6 |
| 670.9 |
| | 991.5 |
| | 1,242.0 |
|
| Cash and cash equivalents, end of period | $ | 1,242.0 |
| | $ | 966.6 |
| | $ | 567.1 |
| $ | 1,000.1 |
| | $ | 670.9 |
| | $ | 991.5 |
|
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our co-principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.
Our management, with the participation of our co-principal executive officers and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation and subject to the foregoing, our co-principal executive officers and principal financial officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 20142017 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management of The Carlyle Group L.P. and its consolidated subsidiaries (the “Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s internal control over financial reporting is a process designed under the supervision of its co-principal executive and principal financial officers and effected by the Partnership’s boardBoard of directors,Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
The Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Partnership’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on its consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 20142017 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Partnership’s internal control over financial reporting as of December 31, 20142017 was effective.
Ernst & Young LLP, an independent registered public accounting firm, has audited the Partnership’s consolidated financial statements included in this report on Form 10-K and issued its report on the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2014,2017, which is included herein.
ITEM 9B. OTHER INFORMATION
None.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth the names, ages and positions of the directors and executive officers of our general partner, Carlyle Group Management L.L.C.
|
| | | | |
| Name | | Age | | Position |
| William E. Conway, Jr. | | 6568 | | Founder, Co-Executive Chairman, Co-Chief ExecutiveInvestment Officer and Director |
| Daniel A. D’Aniello | | 6871 | | Founder, Chairman Emeritus and Director |
| David M. Rubenstein | | 6568 | | Founder, Co-Executive Chairman and Director |
| Kewsong Lee | | 52 | | Co-Chief Executive Officer and Director |
Jay S. FishmanGlenn A. Youngkin | | 6251 | | Co-Chief Executive Officer and Director |
| Lawton W. Fitt | | 6164 | | Director |
| James H. Hance, Jr. | | 7073 | | Operating Executive and Director |
| Janet Hill | | 6770 | | Director |
Edward J. Mathias | | 73 | | Managing Director and Director |
| Dr. Thomas S. Robertson | | 7275 | | Director |
| William J. Shaw | | 6972 | | Director |
| Anthony Welters | | 62 | | Director |
| Curtis L. Buser | | 54 | | Chief Financial Officer |
| Peter J. Clare | | 52 | | Co-Chief Investment Officer and Director |
| Jeffrey W. Ferguson | | 4952 | | General Counsel |
Curtis L. Buser | | 51 | | Chief Financial Officer |
Glenn A. Youngkin | | 48 | | Co-President & Co-Chief Operating Officer |
Michael J. Cavanagh | | 49 | | Co-President & Co-Chief Operating Officer |
William E. Conway, Jr. Mr. Conway is a founder and Co-Chief Executive Chairman, Co-Chief Investment Officer and director of Carlyle and is also the firm’s Chief Investment Officer.Carlyle. Mr. Conway was elected to the Board of Directors of our general partner effective July 18, 2011. Previously, Mr. Conway served as our Co-Chief Executive Officer and Chief Investment Officer. Mr. Conway also serves on Carlyle's Executive Group. Prior to forming Carlyle in 1987, Mr. Conway was the Senior Vice President and Chief Financial Officer of MCI Communications Corporation (“MCI”). Mr. Conway was a Vice President and Treasurer of MCI from 1981 to 1984. Mr. Conway is a member of the Board of Trustees of the Johns Hopkins Medical Center and the Board of Directors of Catholic CharitiesTrustees of the ArchdioceseCatholic University of Washington.America. He previously served as chairman and/or director of several public and private companies in which Carlyle had significant investment interests. Mr. Conway received his B.A.BA from Dartmouth College and his M.B.A.MBA. in finance from the University of Chicago Graduate School of Business.
Daniel A. D’Aniello. Mr. D’Aniello is a founder and Chairman Emeritus of Carlyle and was elected to the Board of Directors of our general partner effective July 18, 2011. Previously, Mr. D'Aniello served as Chairman of Carlyle. Mr. D'Aniello also serves on Carlyle's Executive Group. Prior to forming Carlyle in 1987, Mr. D’Aniello was the Vice President for Finance and Development at Marriott Corporation for eight years. Before joining Marriott, Mr. D’Aniello was a financial officer at PepsiCo, Inc. and Trans World Airlines. Mr. D'Aniello served in the United States Navy from 1969 through 1971 during which time he was a Distinguished Naval Graduate of Officer Candidate School, Newport R.I.; a Supply Officer (LTJG) aboard the USS Wasp (CVS 18); and in 2016, Mr. D'Aniello was awarded the designation of Lone Sailor by the U.S. Navy Memorial Foundation. Mr. D’Aniello is Co-Chairman of the American Enterprise Institute for Public Research; Co-Chairman of the Institute for Veterans and Military Families; Chairman of the Wolf Trap Foundation of the Performing Arts; a member of The Council for the United States and Italy; the Lumen Institute; the U.S.—–China CEO and Former Senior Officials’ Dialogue of the U.S. Chamber of Commerce; Vice Chairmanan Advisor to the John Templeton Foundation; a founding Trustee of the American Enterprise Institute for Public Research;Lumen Institute; and a Lifetime Member of the Board of Trustees of Syracuse University;University, a member of the Chancellor’s Council;Council and a member of the Corporate Advisory Council to the Martin J. Whitman School of Management; Chairman of the Wolf Trap Foundation of the Performing Arts; and an Advisor to the John Templeton Foundation.Management. Mr. D’Aniello previously served as chairman and/or director of several private companies in which
Carlyle had significant investment interests. Mr. D’Aniello is a 1968 magna cum laude graduate of Syracuse University, where he was a member of Beta Gamma Sigma, and a 1974 graduate of the Harvard Business School, where he was a Teagle Foundation Fellow.
David M. Rubenstein. Mr. Rubenstein is a founder and Co-Chief Executive OfficerCo-Executive Chairman of Carlyle. He was elected to the Board of Directors of our general partner effective July 18, 2011. Previously, Mr. Rubenstein served as Co-Chief Executive Officer of Carlyle. Mr. Rubenstein also serves on Carlyle's Executive Group. Prior to forming Carlyle in 1987, Mr. Rubenstein practiced law in Washington, D.C. with Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury Winthrop Shaw Pittman LLP). From 1977 to 1981 Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy. From 1975 to 1976, he served as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. From 1973 to 1975, Mr. Rubenstein practiced law in New York with Paul, Weiss, Rifkind, Wharton & Garrison LLP. Among other philanthropic endeavors, Mr. Rubenstein is Chairman of the ChairmanBoard of Trustees of the John F. Kennedy Center for the Performing Arts, a Regent of the Smithsonian Institution, President ofand the Economic Club of WashingtonCouncil on Foreign Relations and serves on the BoardsBoard of Directors or Trustees of Duke University (Chair), Johns Hopkins University,Medicine, University of Chicago, the Brookings Institution (Co-Chair),Memorial Sloan-Kettering Cancer Center, the Lincoln Center for the Performing Arts the Council on Foreign Relations (Vice Chair) and the Institute for Advanced Study. Mr. Rubenstein serves as Fellow of the Harvard Corporation and as President of the Economic Club of Washington. Mr. Rubenstein is Vice Chairman of the Board of the Brookings Institution, a member of the American Academy of Arts and Sciences, Business Council, Chairman of the Harvard Global Advisory Council, Chairman of the Madison Council of the Library of Congress, a member of the Board of Dean’s Advisors of the Business School at Harvard, a member of the Advisory Board of the School of Economics and Management at Tsinghua University, and Board of the World Economic Forum Global Shapers Community. Mr. Rubenstein is a 1970 magna cum laude graduate of Duke University, where he was elected Phi Beta Kappa. Following Duke, Mr. Rubenstein graduated in 1973 from The University of Chicago Law School.
Jay S. Fishman.Kewsong Lee. Mr. FishmanLee is a member of the Board of Directors of our general partner. Mr. FishmanLee was elected to the Board of Directors of our general partner effective May 2, 2012.January 1, 2018. Mr. Fishman is Chairman and ChiefLee currently serves as Co-Chief Executive Officer of The Travelers Companies, Inc.Carlyle. Mr. Fishman hasLee is Chairman of Carlyle’s Executive Group. Previously, Mr. Lee served as Deputy CIO for the Chief Executive OfficerPartnership’s CPE segment and Head of Travelers since the April 2004 merger of The St. Paul Companies, Inc. with Travelers Property Casualty Corp. that formed Travelers, and he assumed the additional role of Chairman in September 2005. Mr. Fishman also held the additional title of President from October 2001 until June 2008. From October 2001 until April 2004, Mr. Fishman had been Chairman, Chief Executive Officer and President of The St. Paul Companies, Inc.our Global Credit segment. Prior to joining The St. Paul Companies,Carlyle in 2013, Mr. Fishman held several executive postsLee was a partner at Citigroup Inc. from 1998 to 2001, including Chairman, Chief Executive OfficerWarburg Pincus and Presidenta member of the Travelers insurance business. Mr. Fishman is currently a director of ExxonMobil Corporation, a trusteefirm’s Executive Management Group. During his 21 years at the firm, he led the Consumer, Industrial and Services group, and was actively involved in the firm’s financial services efforts, capital markets group and the development of the University of Pennsylvania, a trustee of New York — Presbyterian Hospital and the Chairmanfirm’s buyout practice. Mr. Lee serves as President of the Board of New York City Ballet.the Lincoln Center Theater and serves on Harvard’s Global Advisory Council and the University Campaign Steering Committee. Mr. Fishman graduatedLee served as the lead director of Arch Capital Group from 2009 to 2017, and has served on numerous corporate boards including Transdigm, Aramark and Neiman Marcus. He earned his AB in applied mathematics in economics at Harvard College and his MBA from Harvard Business School.
Glenn A. Youngkin. Mr. Youngkin is a member of the Board of Directors of our general partner. Mr. Youngkin was elected to the Board of Directors of our general partner effective January 1, 2018. Mr. Youngkin currently serves as Co-Chief Executive Officer of Carlyle. Mr. Youngkin also serves on Carlyle's Executive Group. Previously, Mr. Youngkin served as President and Chief Operating Officer from May 2015 to December 2017. From June 2014 to May 2015, Mr. Youngkin served as Co-President and Co-Chief Operating Officer. From March 2011 until June 2014, Mr. Youngkin served as Chief Operating Officer. From October 2010 until March 2011, Mr. Youngkin served as Carlyle's interim principal financial officer. From 2005 to 2008, Mr. Youngkin was the Global Head of the Industrial Sector investment team. From 2000 to 2005, Mr. Youngkin led Carlyle's buyout activities in the United Kingdom and from 1995 to 2000, he was a member of the U.S. buyout team. Prior to joining Carlyle in 1995, Mr. Youngkin was a management consultant with McKinsey & Company and he also previously worked in the investment banking group at CS First Boston. Mr. Youngkin previously served on the Board of Directors of numerous Carlyle portfolio companies. Mr. Youngkin also serves on the Board of Governors of the National Cathedral School, the Dean's Advisory Board at Harvard Business School, the Board of Directors of Meadowkirk, Inc., the Museum of the Bible, the Rice Management Company and as Church Warden for the Vestry of Holy Trinity Church. Mr. Youngkin received a B.S. in mechanical engineering and a BA in managerial studies from Rice University and an MBA from the University of Pennsylvania and received an M.S. from the WhartonHarvard Business School, at the University of Pennsylvania.where he was a Baker Scholar.
Lawton W. Fitt.Ms. Fitt is a member of the Board of Directors of our general partner. Ms. Fitt was elected to the Board of Directors of our general partner effective May 2, 2012. Ms. Fitt is a director of Ciena Corporation and The Progressive Corporation. Ms. Fitt served as Secretary (CEO) of the Royal Academy of Arts in London from October 2002 to March 2005. Prior to that, Ms. Fitt was an investment banker with Goldman Sachs & Co., where she became a partner in 1994 and a managing director in 1996. She retired from Goldman Sachs in 2002. Ms. Fitt is currently a director of Ciena Corporation (where she serves as chair of the audit committee), Micro Focus International (where she serves on the audit committee and nominating committee) and The Progressive Corporation (where she serves as the lead independent director, and serves on the Executive committee, as chair of the investment and capital committee and on the nominating and governance committee). Ms. Fitt is a former director of ARM Holdings PLC and Thomson Reuters, Frontier Communications and Overture Acquisitions Corporation.Reuters. She is also a trustee or director of several not-for-profit organizations, including the Goldman Sachs Foundation and the Thomson
Reuters Foundation. Ms. Fitt received her bachelor sbachelor's degree from Brown University and her M.B.A.MBA from the Darden School of the University of Virginia.
James H. Hance, Jr. Mr. Hance is an Operating Executive of Carlyle and a member of the Board of Directors of our general partner. Mr. Hance was elected to the Board of Directors of our general partner effective May 2, 2012. Mr. Hance joined Carlyle in November 2005 and has worked primarily in our Global Market StrategiesCredit segment and the financial services sector. Prior to joining Carlyle in 2005, Mr. Hance served as Vice Chairman of Bank of America from 1993 until his retirement on January 31, 2005 and served as Chief Financial Officer from 1988 to 2004. Prior to joining Bank of America, Mr. Hance spent 17 years with Price Waterhouse (now PricewaterhouseCoopers LLP). Mr. Hance is currently a director of Duke Energy Corporation, Cousins Properties Inc., Acuity Brands Inc. and Ford Motor Company. Mr. Hance is a former director of Ford Motor Company, Sprint Nextel Corporation, Rayonier,Morgan Stanley, Duke Energy Corporation, Cousins Properties and Parkway, Inc., EnPro Industries, Inc., Bank of America and Morgan Stanley. Mr. Hance serves as Emeritus Trustee on the Board of Trustees at Washington University in St. Louis.Louis and as Chairman of the Board of Trustees at Johnson & Wales University in Providence, RI. Mr. Hance graduated from Westminster College and received an M.B.A.MBA from Washington University in St. Louis. He is a certified public accountant.
Janet Hill. Ms. Hill is a member of the Board of Directors of our general partner. Ms. Hill was elected to the Board of Directors of our general partner effective May 2, 2012. Ms. Hill serves as Principal at Hill Family Advisors. From 1981 until her retirement in 2010, Ms. Hill served as Vice President of Alexander & Associates, Inc., a corporate consulting firm which she co-owned in Washington, D.C. Ms. Hill is currently a director of The Wendy’s Company, Dean Foods Company and Echo360.Esquire Bank. Ms. Hill is a former director of Wendy’s/Arby’s Group, Inc. and, Sprint Nextel Corporation.Corporation and The Wendy's Company. She also serves on the Board of Trustees at Duke University, the John F. Kennedy Center for the Performing Arts, the Knight Commission on Intercollegiate Athletics, the Military Bowl, the Underground Railroad Freedom Center in Cincinnati, Ohio and the Wolf Trap Foundation. Ms. Hill graduated from Wellesley College with a Bachelor of Arts in Mathematics and received a Master of Arts in Teaching Mathematics from the Graduate School of the University of Chicago.
Edward J. Mathias. Mr. Mathias is a Managing Director of Carlyle and a member of the Board of Directors of our general partner. Mr. Mathias was elected to the Board of Directors of our general partner effective May 2, 2012. Prior to joining Carlyle in 1994, Mr. Mathias was a long-time member of the Management Committee and Board of Directors of T. Rowe Price Associates, Inc., a major investment management organization. He was instrumental in the founding of Carlyle and assisted in
raising the firm’s initial capital. Mr. Mathias is currently a director of Brown Advisory, the Baltimore-based investment firm and a Trustee Emeritus at the University of Pennsylvania. He is also a member of The Council of Foreign Relations and the President's Advisory Council on Doing Business in Africa (PAC-DBIA). Mr. Mathias holds an M.B.A. from Harvard Business School and an undergraduate degree from the University of Pennsylvania.
Dr. Thomas S. Robertson.Dr. Robertson is a member of the Board of Directors of our general partner. Dr. Robertson was elected to the Board of Directors of our general partner effective May 2, 2012. Dr. Robertson is the Joshua J. Harris Professor of Marketing at the Wharton School at the University of Pennsylvania. Prior to rejoining Wharton in 2007, Dr. Robertson was special assistant to Emory University’s president on issues of international strategy and a founding director of the Institute for Developing Nations established jointly by Emory University and The Carter Center in fall 2006. From 1998 until 2007, Dr. Robertson was Dean of Emory University’s Goizueta Business School and, from 1994 until 1998, he was the Sainsbury Professor at, and the Chair of Marketing and Deputy Dean of, the London Business School. From 1971 to 1994, Dr. Robertson was a member of the faculty at the Wharton School, and from 2007-2014,2007 to 2014, was the Dean of the Wharton School. Dr. RobertsonHe is currently a former director of CRA International, Inc. and on the Board of Trustees of the Singapore Management University. He is also a former director of PRGX Global, Inc. Dr. Robertson graduated from Wayne State University and received his M.A. and Ph.D. in marketing from Northwestern University.
William J. Shaw. Mr. Shaw is a member of the Board of Directors of our general partner. Mr. Shaw was elected to the Board of Directors of our general partner effective May 2, 2012. Mr. Shaw was the Vice Chairman of Marriott International, Inc. until his retirement in March 2011. Prior to becoming Vice Chairman of Marriott, Mr. Shaw served as President and Chief Operating Officer of Marriott from 1997 until 2009. Mr. Shaw joined Marriott in 1974 and held various positions, including Corporate Controller, Corporate Vice President, Senior Vice President-Finance, Treasurer, Chief Financial Officer, Executive Vice President and President of Marriott Service Group. Prior to joining Marriott, Mr. Shaw worked at Arthur Andersen & Co. Mr. Shaw is Chairman of the Board of Directors of Marriott Vacations Worldwide Corporation, a Director of DiamondRock Hospitality (where he serves on the audit committee) and is a former member of the Board of Trustees of three funds in the American Family of mutual funds and is a former director of Marriott International, Inc. from March 1997 through February 2011.2009 to 2015. Mr. Shaw also serves on the Board of Trustees of the University of Notre Dame and the Board of Trustees of Suburban Hospital in Bethesda, Maryland. Mr. Shaw graduated from the University of Notre Dame and received an M.B.A. degreeMBA from Washington University in St. Louis.
Anthony Welters. Mr. Welters is a member of the Board of Directors of our general partner. Mr. Welters was elected to the Board of Directors of our general partner effective October 27, 2015. Mr. Welters is Executive Chairman of the Black Ivy Group, LLC. He recently retired as Senior Adviser to the Office of the CEO of UnitedHealth Group having served in such position since April 2014. Prior to this appointment, he was Executive Vice President and a Member of the Office of the CEO of UnitedHealth Group from November 2006 until April 2014. Mr. Welters previously led UHG's Public and Senior Markets Group. Mr. Welters joined UHG in June 2002 upon its acquisition of AmeriChoice, a health care company he founded in 1989. Mr. Welters is currently a director of Loews Corporation, West Pharmaceutical Services, Inc. (where he serves on the Nominating and Governance committee) and C.R. Bard, Inc. (where he is a member of the compensation, regulatory and governance committees). Mr. Welters previously served as a director West Pharmaceutical Services, Inc. from 1997 to 2016. He is Trustee Emeritus of the Morehouse School of Medicine Board of Trustees, Chairman of the Board of New York University School of Law, as well as Vice Chairman of the Board of New York University, a Trustee of NYU Langone Medical Center, a trustee of the John F. Kennedy Center for the Performing Arts, where he is Chairman of the finance committee, as well as on the Board of the Horatio Alger Association. Mr. Welters is a founding member of the National Museum of African
American History and Culture. Mr. Welters is a graduate of Manhattanville College and received his law degree from New York University School of Law.
Curtis L. Buser. Mr. Buser is the Chief Financial Officer of Carlyle and has served in such capacity since December 2014. Mr. Buser also serves on Carlyle’s Executive Group. From May 2014 until December 2014, Mr. Buser served as Carlyle’s Interim Chief Financial Officer. Mr. Buser joined Carlyle in 2004 as a managing director and served as the firm’s Chief Accounting Officer until May 2014. Prior to joining Carlyle, Mr. Buser was an audit partner with Ernst & Young, LLP. He began his career with Arthur Andersen in 1985 and was admitted to the partnership in 1997. Mr. Buser graduated from Georgetown University.
Peter J. Clare. Mr. Clare is a member of the PCAOB Investor Advisory Group.Board of Directors of our general partner. Mr. Buser graduated from Georgetown University.
Michael J. Cavanagh. Clare was elected to the Board of Directors of our general partner effective January 1, 2018. Mr. CavanaghClare is Co-President andthe Co-Chief OperatingInvestment Officer of Carlyle and has served in such capacity since June 2014.is Co-Head of the U.S. buyout group. Mr. CavanaghClare also serves on Carlyle's Executive Group. Mr. Clare previously served as Deputy CIO of the Partnership’s CPE segment. From 1999 to 2001, Mr. Clare was based in Hong Kong and was a founding member of the Carlyle Asia Buyout team and continues to serve on the Carlyle Asia Buyout Investment Committee. In 2001 and 2002, Mr. Clare launched Carlyle’s initial investments in distressed debt, which led to the creation of Carlyle Strategic Partners. From 2004 to 2011, Mr. Clare served as the Global Head of the Aerospace, Defense & Government Services sector team. Prior to joining Carlyle, Mr. Clare was with First City Capital Corporation, a private equity group that invested in June 2014,buyouts, public equities, distressed bonds and restructurings. Prior to joining First City Capital, he was with the Merchant Banking Group of Prudential-Bache. Mr. Cavanagh was the Co-Chief Executive Officer of JPMorgan Chase & Co.’s Corporate & Investment Bank since 2012. Mr. Cavanagh also wasClare is currently a member of JPMorgan Chase & Co.’s Operating Committee since 2004. Prior to serving as the Co-Chief Executive OfficerBoards of Directors of Booz Allen Hamilton and Signode Industrial. Mr. Clare has previously served on the Corporate & Investment Bank,boards of CommScope, Inc. and Pharmaceutical Product Development (PPD). Mr. Cavanagh served as the Chief Executive Officer of JPMorgan Chase & Co.’s Treasury & Securities Services business from 2010-2012. Prior to that position, Mr. Cavanagh was the Chief Financial Officer of JPMorgan Chase & Co. from 2004-2010 and prior to that he was the Head of Middle Market Banking. Mr. Cavanagh joined Bank One in May 2000 and held a variety of roles there including Head of Strategy and Planning, Treasurer, Chief Administrative Officer of the Commercial Bank and Chief Operating Officer for Middle Market Banking. Before joining Bank One, Mr. Cavanagh worked for seven years at Citigroup and its predecessors. Mr. Cavanagh earned his B.A. in history from Yale University and his J.D. from the University of Chicago. Mr. CavanaghClare also serves on the Board of Directors of Yum! Brands, Inc.Georgetown University. Mr. Clare is a magna cum laude graduate of Georgetown University and received his MBA from the Wharton School at the University of Pennsylvania.
Jeffrey W. Ferguson. Mr. Ferguson is the General Counsel of Carlyle and has served in such capacity since 1999. Mr. Ferguson also serves on Carlyle’s Executive Group. Prior to joining Carlyle, Mr. Ferguson was an associate with the law firm of Latham & Watkins LLP. Mr. Ferguson received a B.A.BA from the University of Virginia, where he was a member of Phi Beta Kappa. He also received his law degree from the University of Virginia, and is admitted to the bars of the District of Columbia and Virginia.
Glenn A. Youngkin. Mr. Youngkin is Co-President and Co-Chief Operating Officer of Carlyle and has served in such capacity since June 2014. Mr. Youngkin also serves on Carlyle’s Executive Group. From March 2011 until June 2014, Mr. Youngkin served as Chief Operating Officer. From October 2010 until March 2011, Mr. Youngkin served as Carlyle’s interim principal financial officer. From 2005 to 2008, Mr. Youngkin was the Global Head of the Industrial Sector investment team.
From 2000 to 2005, Mr. Youngkin led Carlyle’s buyout activities in the United Kingdom and from 1995 to 2000, he was a member of the U.S. buyout team. Prior to joining Carlyle in 1995, Mr. Youngkin was a management consultant with McKinsey & Company and he also previously worked in the investment banking group at CS First Boston. Mr. Youngkin previously served on the Board of Directors of Kinder Morgan, Inc. as well as several other Carlyle portfolio companies. Mr. Youngkin also serves on the Board of Trustees of the National Cathedral School and the Board of Directors of the Rice Management Company. Mr. Youngkin received a B.S. in mechanical engineering and a B.A. in managerial studies from Rice University and an M.B.A. from the Harvard Business School, where he was a Baker Scholar.
There are no family relationships among any of the directors or executive officers of our general partner.
Composition of the Board of Directors
The limited liability company agreement of Carlyle Group Management L.L.C. establishes a boardBoard of directorsDirectors that is responsible for the oversight of our business and operations. Our common unitholders have no right to elect the directors of our general partner unless, as determined on January 31 of each year, the total voting power held by holders of the special voting units in The Carlyle Group L.P. (including voting units held by our general partner and its affiliates) in their capacity as such, or otherwise held by then-current or former Carlyle personnel (treating voting units deliverable to such persons pursuant to outstanding equity awards as being held by them), collectively, constitutes less than 10% of the voting power of the outstanding voting units of The Carlyle Group L.P. Unless and until the foregoing voting power condition is satisfied, our general partner’s boardBoard of directorsDirectors is elected in accordance with its limited liability company agreement, which provides that directors may be appointed and removed by members of our general partner holding a majority in interest of the voting power of the members, which voting power is allocated to each member ratably according to his or her aggregate ownership of our common units and partnership units.
The Carlyle Group L.P. is a limited partnership that is advised by our general partner. As a limited partnership, we are excepted from certain governance rules, which eliminate the requirements that we have a majority of independent directors on our boardBoard of directorsDirectors and that we have independent director oversight of executive officer compensation and director nominations. In addition, we are not required to hold annual meetings of our common unitholders.
Director Qualifications
When determining that each of our directors is particularly well-suited to serve on the boardBoard of directorsDirectors of our general partner and that each has the experience, qualifications, attributes and skills, taken as a whole, to enable our boardBoard of directorsDirectors to satisfy its oversight responsibilities effectively, we considered the experience and qualifications of each described above under “— Directors and Executive Officers.”
With regard to:
Messrs. Conway, D’Aniello and Rubenstein — We considered that these three individuals are the original founders of our firm, that each has played an integral role in our firm’s successful growth since its founding in 1987, and that each has developed a unique and unparalleled understanding of our business. Finally, we also noted that these three individuals are our largest equity owners and, as a consequence of such alignment of interest with our other equity owners, each has additional motivation to diligently fulfill his oversight responsibilities as a member of the boardBoard of directorsDirectors of our general partner.
Mr. FishmanLee — We considered his business acumen, creative ideas and leadership experience in a variety of senior roles at financial institutions.
Mr. Youngkin — We considered his leadership and extensive knowledge of our business and expertise in the financial services industry as Chairman and Chief Executive Officeroperations gained through his years of The Travelers Companies, as well as his familiarity with board responsibilities, oversight and control resulting from his extensive public company operating and management experience.
service at our firm.
Ms. Fitt — We considered her extensive financial background and experience in a distinguished career at Goldman Sachs in the areas of investment banking and risk analysis, including her unique insights into the operation of global capital markets.
Mr. Hance — We considered his invaluable perspective owing to his experience in various senior leadership roles in the financial services industry, including his role as the Chief Financial Officer of Bank of America Corporation, which included responsibility for financial and accounting matters, as well as his familiarity with our business and operations as an Operating Executive of Carlyle.
Ms. Hill — We considered her insights into the operations of public companies owing to her experience as a consultant, as well as her familiarity with board responsibilities, oversight and control resulting from her significant experience serving on the boards of directors of various public companies.
Mr. Mathias — We considered his extensive knowledge and expertise in the investment management business, as well as his knowledge of and familiarity with our business and operations.
Dr. Robertson — We considered his distinguished career as a professor and Dean of the Wharton School at the University of Pennsylvania and his extensive knowledge and expertise in finance and business administration.
Mr. Shaw — We considered his extensive financial background and public company operating and management experience resulting from his distinguished career in various senior leadership roles at Marriott.
Mr. Welters — We considered his business acumen and entrepreneurial experience, extensive operating expertise as well as his familiarity with board responsibilities, oversight and control resulting from his significant experience serving on the boards of directors of various public companies.
Mr. Clare — We considered his extensive investment and leadership experience as a co-head of our U.S. buyout business and as Co-Deputy CIO of our CPE segment.
Director Independence
Because we are a publicly traded limited partnership, the NASDAQ rules do not require our general partner’s board to be made up of a majority of independent directors. However, our general partner’s board has five directors who satisfy the independence and financial literacy requirements of the NASDAQ and the Securities and Exchange Commission (the “SEC”). These directors are Jay S. Fishman, Lawton W.Ms. Fitt, JanetMs. Hill, Dr. Thomas S. Robertson, Mr. Shaw and William J. Shaw.Mr. Welters. Based on all the relevant facts and circumstances, the boardBoard of directorsDirectors determined that the independent directors have no relationship with us or our general partner that would impair their independence as it is defined in the NASDAQ rules and The Carlyle Group L.P. Governance Policy. To assist it in making its independence determinations, the boardBoard of directorsDirectors of our general partner has adoptedadheres to the following categorical standards for relationships that are deemed not to impair a director’sin determining independence:
Under any circumstances, a director is not independent if:
the director is, or has been within the preceding three years, employed by a Carlyle Entity. A Carlyle Entity means the general partner, us and any parent or subsidiary that the general partner or we control and consolidate into the general partner’s or our financial statements, respectively, filed with the SEC, (but not if the general partner or we reflect such entity solely as an investment in these financial statements);
the director, or an immediate family member of that director, accepted any compensation from a Carlyle Entity in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than (i) compensation for director or committee service, (ii) compensation paid to an immediate family member who is an employee (other than an executive officer) of a Carlyle Entity and (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation;
the director is an immediate family member of an individual who is, or at any time during the past three years was, employed by us as an executive officer;
the director is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of any organization to which a Carlyle Entity made, or from which a Carlyle Entity received, payments for property or services in the current or any of the past three fiscal years that exceed five percent (5%) of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:
payments arising solely from investments in a Carlyle Entity’s securities; or
payments under non-discretionary charitable contribution matching programs
the director is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of a Carlyle Entity serve on the compensation committee of such other entity; or
the director is, or has an immediate family member who is, a current partner of a Carlyle Entity’s outside auditor, or was a partner or employee of a Carlyle Entity’s outside auditor who worked on a Carlyle Entity’s audit at any time during any of the past three years.
The following commercial or charitable relationships will not be considered to be material relationships that would impair a director’s independence:
if the director or an immediate family member of that director serves as an executive officer, director or trustee of a charitable organization, and our annual charitable contributions to that organization (excluding contributions by us under any established matching gift program) are less than the greater of $200,000 or five percent (5%) of that organization’s consolidated gross revenues in its most recent fiscal year, provided, however, that in calculating such amount (i) payments arising solely from investments in the Carlyle Entity’s securities and (ii) payments under non-discretionary charitable contribution matching programs shall be excluded; and
if the director or an immediate family member of that director (or a company for which the director serves as a director or executive officer) invests in or alongside of one or more investment funds or investment companies managed by us or any of our subsidiaries, whether or not fees or other incentive arrangements for us or our subsidiaries are borne by the investing person.
Committees of the Board of Directors
The boardBoard of directorsDirectors of Carlyle Group Management L.L.C. has threefive standing committees: the audit committee, the conflicts committee, the compensation committee, the executive committee and the executivenominating and corporate governance committee.
Audit committee. Our audit committee consists of Ms. FittMessrs. Shaw (Chairman) and Messrs. Robertson and Shaw, with Mr. Shaw serving as chairman.Ms. Fitt. The purpose of the audit committee of the boardBoard of directorsDirectors of Carlyle Group Management L.L.C. is to provide assistance to the boardBoard of directorsDirectors in fulfilling its obligations with respect to matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions, including, without limitation, assisting the board of director’s oversight of (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our independent registered public accounting firm and our internal audit function, and directly appointing, retaining, reviewing and terminating our independent registered public accounting firm. The members of our audit committee meet the independence standards and financial literacy requirements for service on an audit committee of a boardBoard of directorsDirectors pursuant to the federal securities laws and NASDAQ Global Select MarketMarketplace rules relating to corporate governance matters. The boardBoard of directorsDirectors of our general partner has
determined that Mr. Shaw is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The audit committee has a charter which is available on our internet website at http://ir.carlyle.com.
Conflicts committee. The conflicts committee consists of Ms. Fitt and Ms. Hill, Dr. Robertson and Messrs. Fishman, RobertsonShaw and ShawWelters and is responsible for reviewing specific matters that our general partner’s boardBoard of directorsDirectors believes may involve conflicts of interest. The conflicts committee determines if the resolution of any conflict of interest submitted to it is fair and reasonable to us. Any matters approved by the conflicts committee are conclusively deemed to be fair and reasonable to us and not a breach by us of any duties we may owe to our common unitholders. In addition, the conflicts committee may review and approve any related person transactions, other than those that are approved pursuant to our related person policy, as described under “Item 13. Certain Relationships and Related Person Transactions and Director Independence — Statement of Policy Regarding Transactions with Related Persons,” and may establish guidelines or rules to cover specific categories of transactions. The members of the conflicts committee meet the independence standards for service on an audit committee of a boardBoard of directorsDirectors pursuant to federal and NASDAQ Global Select Market rules relating to corporate governance matters.
Compensation committee. In December 2017, the Board of Directors formed a compensation committee. Our compensation committee is responsible for, among other duties and responsibilities, reviewing and approving all forms of compensation to be provided to, and employment agreements with, our Co-Chief Executive Officers, establishing and reviewing the overall compensation philosophy of the Partnership, and reviewing, approving, and overseeing the administration of the our Equity Incentive Plan. The members of our compensation committee are Messrs. Welters (Chairman), Conway, D’Aniello and Rubenstein and Ms. Fitt.
Executive committee. The executive committee of the boardBoard of directorsDirectors of Carlyle Group Management L.L.C. consists of Messrs. Conway, D’Aniello and Rubenstein. The boardBoard of directorsDirectors has generally delegated all of the power and authority of the full boardBoard of directorsDirectors to the executive committee to act when the boardBoard of directorsDirectors is not in session.
Compensation Committee Interlocks
Nominating & Corporate Governance committee. In December 2017, the Board of Directors formed a nominating and Insider Participation
We do not have a compensationcorporate governance committee. Our founders, Messrs. Conway, D’Aniellonominating and Rubenstein, make all final determinations regarding executive officer compensation.corporate governance committee is responsible for, among its other duties and responsibilities, identifying candidates qualified to serve on our Board of Directors, reviewing the composition of the Board of Directors and its committees, developing and recommending to the Board of Directors corporate governance principles that are applicable to the Partnership, and overseeing the evolution of the Board of Directors. The board of directorsmembers of our general partner has determined that maintaining our current compensation practices is desirablenominating and intends that these practices will continue. Accordingly, the board of directors of our general partner does not intend to establish a compensation committee. For a description of certain transactions between uscorporate governance committee are Ms. Hill (Chairman), Mr. D’Aniello, Ms. Fitt and Messrs. Conway, D’Aniello and Rubenstein, see “Item 13. Certain Relationships and Related Person Transactions and Director Independence.”
Director Compensation
Each director that is not an employee of or advisor to Carlyle receives an annual retainer of $225,000, $125,000 of which is payable in cash and $100,000 of which is payable in the form of an annual deferred restricted common unit award, which will vest on the first anniversary of the grant date. An additional $25,000 cash retainer is payable annually to the chairman of the audit committee. In addition, each director is reimbursed for reasonable out-of-pocket expenses incurred in connection with such service. Our employees and advisors who serve as directors of our general partner do not receive separate compensation for service on the board of directors or on committees of the board of directors of our general partner. See “Certain Relationships and Related Person Transactions — Other Transactions.”Mr. Hance.
Code of Conduct and Code of Ethics for Financial Professionals
We have a Code of Conduct and a Code of Ethics for Financial Professionals, which apply to our principal executive officers, principal financial officer and principal accounting officer. Each of these codes is available on our internet website at http://ir.carlyle.com. We intend to disclose any amendment to or waiver of the Code of Conduct and any waiver of our Code of Ethics for Financial Professionals on behalf of an executive officer or director either on our Internet website or in a Form 8-K filing.
Governance Policy
The boardBoard of directorsDirectors of our general partner has a governance policy, which addresses matters such as the boardBoard of directors’Directors’ responsibilities and duties and the boardBoard of directors’Directors’ composition and compensation. The governance policy is available on our internet website at http://ir.carlyle.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the executive officers and directors of our general partner, and persons who own more than ten percent of a registered class of the Partnership’s equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC and to furnish the Partnership with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us or written representations from such persons that they were not required to file a Form 5 to report previously unreported ownership or changes in ownership, we believe that, with respect to the fiscal year ended December 31, 2014,2017, such persons complied with all such filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
Our business as an alternative asset management firm is dependent on the services of our named executive officers and other key employees. Among other things, we rely on our executive officers to set the strategy for our business and to allocate resources to manage our complex global operations. In addition, we depend on theirour personnel's ability to find, select and execute investments, oversee and improve portfolio company operations to create value for our investors, find and develop relationships with fund investors and other sources of capital and provide other services that are essential to our success.success by supporting our investment teams, LP relations group and the corporate infrastructure of our firm. Therefore, it is important that our named executive officers and other key employees are compensated in a manner that motivates them to excel and encourages them to remain with our firm.
Our compensation policy has several primary objectives: (1) establish a clear relationship between performance and compensation, (2) align short-term and long-term incentives with our fund investors and common unitholders, and (3) provide competitive incentive opportunities, with an appropriate balance between short-term and long-term.
long-term incentives that induce our named executive officers and other key employees to work to achieve the firm's goals and design and execute its strategic plan. We believe that the key to achieving these objectives is an organized, unbiased approach that is well understood, responsive to changes in the industry and the general labor market and, above all, flexible and timely.
Our senior Carlyle professionals (including our named executive officers) and other key employees invest a significant amount of their own capital in or alongside the funds we advise. In addition, certain of these individuals may be allocated a portion of the carried interest or incentive fees payable in respect of our investment funds. We believe that this approach of seeking to align the interests of our named executive officers and other key employees with those of the investors in our funds has been a key contributor to our strong performance and growth. We also believe that significant equity ownership by our named executive officers and other key employees results in the alignment of their interests with those of our common unitholders.
For the year ended December 31, 2017, our founders, Daniel A. D’Aniello, William E. Conway, Jr. and David M. Rubenstein, served as our co-principal executive officers. We refer to our co-principal executive officers during 2017, together with Glenn A. Youngkin, who served as President and Chief Operating Officer during 2017, Curtis L. Buser, our Chief Financial Officer and Principal Financial Officer, and Jeffrey W. Ferguson, our General Counsel, as our “named executive officers.”
Appointment of New Co-Chief Executive Officers and Directors
In 2017, our Board of Directors undertook a project to identify a new CEO or CEOs and to determine the employment and compensation arrangements for such individual or individuals. Our founders, together with a subcommittee of the Board comprised of Lawton Fitt, Tony Welters and Janet Hill, lead a search process to identify possible internal and external candidates. The Board of Directors retained Russell Reynolds to assist in the evaluation and assessment of the skills and characteristics of possible internal CEO candidates and other members of the executive management team. The Board subcommittee met on numerous occasions to discuss the candidates, possible leadership structures and future roles, including the future roles of our founders, both with Russell Reynolds and among themselves. They also met frequently with the founders and reported to the full Board of Directors. Once Messrs. Lee and Youngkin were identified, these directors and our founders held further meetings to discuss the new Co-CEO employment and compensation arrangements. The Board of Directors engaged Korn Ferry Hay Group as its compensation consultant to assist with the determination of the new arrangements for the Co-CEOs. Korn Ferry Hay Group provided market compensation data in order to provide a general understanding of current compensation practices, information on best practices and trends and modeling of various alternative compensation structures to our Board of Directors. They also worked closely with the Board of Directors on determining an appropriate selection of metrics to be used in measuring performance under the new incentive plan arrangements.
Effective January 1, 2018, Kewsong Lee and Glenn Youngkin were appointed as our new Co-Chief Executive Officers and also became members of our Board of Directors. In connection with their appointments, effective January 1, 2018, Messrs. Conway and Rubenstein transitioned from their prior roles as Co-Chief Executive Officers and became Co-Executive Chairmen of our Board and Mr. D’Aniello became Chairman Emeritus of our Board. Each of Messrs. Conway, D'Aniello and Rubenstein continue to serve as members of our Executive Group.
Our chairman, Daniel A. D’Aniello together
Effective on January 1, 2018, in connection with their respective new appointments, our co-chief executive officers, William E. Conway, Jr.Board of Directors approved new compensation arrangements for Messrs. Lee and David M. Rubenstein, are our foundersYoungkin and, co-principal executive officers. We refer to our founders, together with Michael J. Cavanagh, our co-president and co-chief operating officer, Glenn A. Youngkin, our co-president and co-chief operating officer, Curtis L. Buser, our chief financial officer and principal financial officer, Adena T. Friedman, our former chief financial officer and principal financial officer, Jeffrey W. Ferguson, our general counsel and Kewsong Lee, our deputy chief investment officer for CPE, as our “named executive officers.” Ms. Friedman resigned in May 2014 at which time Mr. Buser assumed the role of principal financial officer. In January 2014,on October 23, 2017, we reevaluated our management structure and realigned the group of persons with policy making functions. As a result of this realignment, certain members of our management are no longer considered to be executive officers. With the exception of ourentered into new employment agreements with Mr. Cavanagheach of Messrs. Lee and Mr. Lee, described below under “Employment AgreementsYoungkin related to their service as our Co-Chief Executive Officers. The compensation arrangements for the Co-CEOs were designed to further align their interests with Mr. Cavanaghour investors.
The employment agreements each provide for a five-year term commencing on January 1, 2018 and Mr. Lee,” and the priorcontinuing until December 31, 2022 or until such employment agreement is otherwise terminated in accordance with our former chief financial officer, Ms. Friedman, currently we do not haveits terms (the “Term”). Under the employment agreements, each Co-CEO will receive a base salary of $275,000, which may be increased from time to time by our Board of Directors. In addition, during the Term, each Co-CEO will be eligible to receive an annual cash bonus equal to the distributions per common unit of the Partnership paid with anyrespect to the applicable calendar year multiplied by 2,500,000 (subject to equitable adjustment by our Board of our named executive officers. Our founders have entered into non-competitionDirectors in order to account for distributions, splits, reorganizations, recapitalizations, mergers, consolidations, spin-offs, combinations, exchanges or other similar events; and, non-solicitationfollowing a Change of Control (as defined in the Second Amended and Restated Agreement of Limited Partnership of Partnership, dated as of September 13, 2017), the parties must negotiate and agree to an adjustment such that after the Change of Control the bonus opportunity is no less favorable to the Co-CEO than prior to the Change of Control). The employment agreements also provided for the payment by us of legal fees incurred by the Co-CEOs in connection with usthe negotiation of the employment agreements. The employment agreements also contain specified severance provisions and restrictive covenants that are described below in the section entitled “—Potential Payments Upon Termination or Change in Control.”
Pursuant to the terms of the employment agreement and as approved by the Co-CEO Award Committee of our Board of Directors in February 2018, each of our Co-Chief Executive Officers also received a one-time grant of time-vesting deferred restricted common units (“DRUs”) with respect to 1,250,000 common units of the Partnership and a one-time performance-vesting DRU award with respect to a target of 1,250,000 common units of the Partnership, in each case under The Carlyle Group L.P. 2012 Equity Incentive Plan (the “Equity Incentive Plan”). The time-vesting DRUs were granted on February 1, 2018 and the performance-vesting DRUs were granted on February 6, 2018. The time-vesting DRUs generally will vest in equal installments over five years, subject to the continued employment of the Co-CEO. The performance-vesting DRUs generally will vest and settle annually in five equal target installments, subject to the continued employment of the Co-CEO, with the opportunity to earn between 0% and 200% of the target amount of the performance-vesting DRUs based on the level of achievement of specified performance metrics that will be set by our Board of Directors at the beginning of each performance year. For the fiscal 2018 performance year, the first installment of the performance-vesting DRUs will vest and settle at the end of the one-year performance period based on the Partnership’s level of achievement against the Fee Related Earnings, Distributable Earnings and Fee-Earning Assets Under Management Raised targets established by our of Board of Directors. Of the total target number of performance DRUs awarded for the fiscal 2018 performance year, 75% will vest subject to achievement against the Fee Related Earnings target, 15% will vest subject to achievement against the Distributable Earnings target and 10% will vest subject to achievement against Fee-Earning Assets Under Management Raised ("FEAUM Raised") target. Fee Related Earnings is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key Financial Measures-Non-GAAP Financial Measures-Fee Related Earnings.” Distributable Earnings is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Financial Measures-Non-GAAP Financial Measures-Distributable Earnings.” FEAUM Raised represents fee earning capital raised from limited partners and excludes capital commitments made by the firm or through our internal coinvestment program. Any performance-vesting DRUs earned will vest upon certification by our Board of Directors of the performance of the Partnership against the applicable target performance metrics for the prior year. When assessing performance against the applicable prior year target performance metrics, our Board of Directors reserves the ability to adjust the actual fiscal year results to exclude the effects of extraordinary, unusual or infrequently occurring events. Following a Change of Control, the parties must agree on performance measures that provide for a threshold, target and maximum opportunity that is substantially similar to the opportunity in place prior to the Change of Control. See “— Summary Potential Payments upon Termination or Change in Control” below for a description of the potential vesting that each of the Co-Chief Executive Officers may be entitled to in connection with a Change in Control or certain terminations of employment.
Compensation Table — Founders’ Non-CompetitionCommittee
Executive compensation decisions for 2017 and Non-Solicitation Agreements.”prior years were made by our founders. In December 2017, in connection with the appointment of our new Co-Chief Executive Officers, we formed a compensation committee that will assume responsibility for approving all forms of compensation to be provided to, and employment agreements with, our Co-Chief Executive Officers, establishing and reviewing our general compensation philosophy, and reviewing, approving and overseeing the administration of our Equity Incentive Plan. Our Co-Chief Executive Officers will review and approve, or recommend to the compensation committee, compensation for our other executive officers.
Compensation Elements
The primary elements of our compensation program for our named executive officers are base salary, annual cash bonuses and long-term incentives, including the ownership of Carlyle Holdings partnership units, deferred restricted common unitsDRUs and, for certain of our named executive officers, carried interest, equity pool or key executive incentive plan (KEIP)("KEIP") interests. We believe that the elements of compensation for our named executive officers serve the primary objectives of our compensation program. However, weWe periodically review the compensation of our key employees, including our named executive officers, and, from time to time, we may implement new plans or programs or otherwise make changes to the compensation structure relating to current or future key employees, including our named executive officers. CompensationIn 2017, compensation decisions and decisions regarding the allocation of carried interest and KEIP interests to our named executive officers, senior Carlyle professionals and other employees arewere made by our founders and other senior Carlyle professionals and not by our independent directors.
Base Salary. For 2014,2017, each of our named executive officers was paid an annual salary of $275,000. We believe that the base salary of our named executive officers typically should typically not be the most significant component of total compensation. Our founders determined that this amount was a sufficient minimum base salary for our named executive officers and decided that it should be the same for all named executive officers.
Annual Discretionary Bonuses. For 2014,2017, our named executive officers were awarded bonuses, with the exception of our foundersfounders. The aggregate amounts of the bonuses were $1,500,000 for Mr. Youngkin, $1,500,000 for Mr. Buser and Ms. Friedman who resigned in May 2014, were awarded bonuses. For our named executive officers other than$1,500,000 for Mr. Cavanagh and Mr. Lee, weFerguson. We paid 90% of each individual’snamed executive officer's bonus in cash in December 20142017 and paid the balance by granting an amount of deferred restricted common unitsDRUs that was equal to the remaining 10% of the total bonus amount in February 2015. We paid Mr. Cavanagh’s and Mr. Lee’s bonuses all in cash pursuant to our employment agreements with each of them.2018. The amounts of the bonuses were $5,000,000 for Mr. Cavanagh, $3,000,000 for Mr. Youngkin, $1,000,000 for Mr. Buser, $1,400,000 for Mr. Ferguson and $2,500,000 for Mr. Lee. The deferred restricted common unitsDRUs granted to certain named executive officers as part of theirthe discretionary bonus for services provided in 20142017 for the remaining 10% of the total bonus amount vest on August 1, 2019, 18 months after the grant date of February 1, 2015.2018. These deferred restricted common unitsDRUs will be included in the Summary Compensation Table in our Form 10-K for the year-ended December 31, 2015.2018.
The discretionary bonuses for each of our named executive officers were recommended by Mr. D’Aniello and were approved by all three of our founders. As discussed below, Mr. Cavanagh’s cash bonus reflected a guaranteed minimum annual bonus of $2,725,000 and a sign-on bonus of $2,000,000 for the year pursuant to our employment agreement with him, as well as an additional $275,000 awarded to Mr. Cavanagh for his performance and individual contribution in 2014. Mr. Lee’s cash bonus reflected a guaranteed minimum annual bonus of $2,000,000 pursuant to our employment agreement with him and an additional $500,000 given Mr. Lee’s work related to the development of new products. The specific factors considered in determining the discretionary bonuses for Messrs. Youngkin, Buser and Ferguson are discussed below. Our founders determined that they would not accept an annual bonus for 20142017 in order to further align their interests with our unitholders.
The subjective factors that contributed to the determination of the bonus amounts included an assessment of the performance of Carlyle and the investments of the funds that we advise, the individual performance and contributions of the named executive officer to our developmentbusiness during 2017, the named executive officer’s potential to enhance investment returns and success during 2014contribute to the long-term value of our common units and the named executive officer’sofficer's tenure at his level. An overview of select Carlyle 2014 accomplishmentsthe main factors that were considered in determining the annual cash bonuses include:
Executing a successful equity offering in the first half of the year to strengthen Carlyle’s balance sheet and provide liquidity for certain of our senior Carlyle professionals;
Issuing $200 million of additional 5.625% Senior Notes due 2043 to strengthen our balance sheet;
Expanding our Natural Resources platform by exercising the option to purchase additional interests in the general partners of all future carry funds managed by NGP and exercising the option to purchase general partnership interests in NGP X;
Further developing and expanding the Investment Solutions segment;
Hiring key personnel to assist the senior management team in operating the firm, investing across Carlyle’s four platforms and with fundraising initiatives;
Raising over $24 billion in total capital commitments; and2017 include:
Achieving strong investment fund performance atto create value for our investors;
Strategically expanding the firm's product offerings for our fund investors;
Raising approximately $43 billion in new commitments across our platform during 2017;
Managing our business through a continuing period of intense regulatory scrutiny of our industry;
Resolving certain historical legacy liabilities;
Continuing to enhance and grow our Global Credit business and develop additional ancillary Global Credit investment products;
Driving and overseeing the development of new or improved processes to further enhance the capabilities of our our investor services teams;
Maintaining disciplined cost control management and accountability for meeting or exceeding our firm and fund level.
operating budget.
Each of our named executive officers provided critical and significant contributions to Carlyle’s achievements in 2014. Mr. Cavanagh received a sign-on bonus of $2,000,000 for the year and a guaranteed minimum annual bonus of $2,725,000 pursuant to our employment agreement with him. We believe these bonus amounts were appropriate in attracting Mr. Cavanagh to help lead our firm. In addition to these bonus amounts, Mr. Cavanagh received an additional $275,000 based on his performance and individual contribution for 2014.2017. In assessing Mr. Youngkin’s performance and individual contribution, we considered his strategicoverall leadership role, including in evaluating new products and business strategies and in investor outreach, and his operational oversight of our business on a global basis, and his active role in the continued global expansion of our investment platform through acquisitions and investments.basis. In assessing Mr. Buser’s performance, we considered his oversight of our accounting, finance and treasury functions and information technology.his leadership role in managing our preferred unit offering that closed in September 2017, driving and overseeing the development of new or improved processes to further enhance the capabilities of our investor services teams and maintaining disciplined cost control management and accountability for meeting or exceeding our firm operating budget across our global business. In assessing Mr. Ferguson’s performance, we considered his oversight of our global legal and compliance
team, his role in managing our litigation and his efforts undertaken to address newlegal and regulatory considerations. Mr. Lee received a guaranteed minimum annual bonus of $2,000,000 pursuantconsiderations applicable to our employment agreement with him. We believe this amount was appropriateinvestment advisory business and to our firm as a public company, including his role in attracting Mr. Lee to serve as deputy chief investment officerthe successful resolution of CPE, our largest segment. In addition to this bonus amount, Mr. Lee received an additional $500,000 given his work developing new products.certain historical legacy liabilities.
Carried Interest and Incentive Fees. The general partners of our carry funds typically receive a special residual allocation of income, which we refer to as a carried interest, from our investment funds if investors in such funds achieve a specified threshold return. Similarly, the collateral managers of our structured credit funds and the investment advisors of our hedge funds are entitled to receive incentive fees from our credit and hedge funds if investors in such funds achieve a specified threshold return. While the Carlyle Holdings partnerships own controlling equity interests in these collateral managers and fund general partners, and investment advisors, our senior Carlyle professionals and other personnel who work in these operations directly own a portion of the carried interest in these entities or are allocated a portion of the incentive fees, in order to better align their interests with our own and with those of the investors in these funds. Furthermore, weWe generally seek to concentrate the direct ownership of carried interest in respect of each carry fund and the incentive fees in our structured credit and hedge funds among those of our professionals who directly work with that fund so as to align their interests with those of our fund investors and of our firm. Our founders and Mr. Cavanagh, Mr. Buser and Mr. Lee do not currently receive allocations of direct carried interest ownership or incentive fees at the fund level. Mr. Youngkin and Mr. Ferguson previously received allocations of direct carried interest ownership at the fund level in respect of certain corporate private equity funds, but neither continues to receive such allocations for subsequent funds.
Carried interest, if any, in respect of any particular investment, is only paid in cash when the underlying investment is realized. To the extent any “giveback” obligation is triggered, carried interest previously distributed by the fund would need to be returned to such fund. Our professionals who receive direct allocations of carried interest at the fund level are personally subject to the “giveback” obligation, pursuant to which they may be required to repay carried interest previously distributed to them, thereby reducing the amount of cash received by such recipients for any such year. There is no giveback"giveback" obligation with respect to incentive fees. Because the amount of carried interest and incentive fees payable is directly tied to the realized performance of the underlying investments, we believe this fosters a strong alignment of interests among the investors in those funds and the professionals who are allocated direct carried interest, and thus willwhich also indirectly benefitbenefits our unitholders.
The percentage of carried interest owned at the fund level by individual professionals varies by year, by investment fund and, with respect to each carry fund, by investment. Ownership of carried interest by senior Carlyle professionals and other personnel at the fund level getting carry is also subject to a range of vesting schedules. Vesting depends onis tied to continued employment over specified periods of time, and serves as anwhich fosters employment retention mechanism and enhances the alignment of interests between the owner of aour professionals who receive carried interest allocation andallocations, the firm and the limited partners in our investment funds.
fund investors.
Equity Pool Program. The equity pool program allowsPrior to our initial public offering in 2012, we facilitated employees to sharesharing in the future potential value of all our investment activities by givingthrough our equity pool program, which gave participants equity pool units that representrepresented an economic stake in all the investments made in that calendar year. InThe last equity pool was formed in 2011, prior to our IPO. The equity pool was structured so that in a given year, the equity pool receives a portion of any carried interest proceeds Carlyle earns from all investments made during the respective calendar year. On a semi-annual basis, participants then receive cash distributions equivalent to the
equity pool unit value times their number of equity pool units. Other thanWe anticipate that distributions from the equity pools will decline over the next few years as we exit investments in the respective equity pools. Of our named executive officers, only Mr. Youngkin, Mr. Buser and Mr. Ferguson none of our other named executive officers previously have received equity pool units to participate in the equity pool. The lastand only Messrs. Buser and Ferguson received equity pool was formeddistributions in 2011, prior to our initial public offering (“IPO”).
2017.
Key Executive Incentive Program (“KEIP”)(KEIP). In March 2014, we adopted a new methodology for determining potential future grants to certain key executives of deferred restricted common unitsDRUs and/or common units of the Partnership under The Carlyle Group L.P. 2012the Equity Incentive Plan (the “Equity Incentive Plan”) to certain key executives. Commencing in 2014, Mr. Cavanagh and Mr. Youngkin participated in the KEIP. Ms. Friedman was also eligible to participate in the KEIP, but this right terminated upon her departure following her resignation as Chief Financial Officer in May 2014. Additional key executives may be eligible to participate in the KEIP at our discretion.Plan. The KEIP is intended to be an incentive to such key executivesparticipants to align their economic interests with those of our fund investors and our common unitholders, as well as with Carlyle’s overall performance. Under the terms of the KEIP, for each applicable calendar year commencing with 2014, when we willbegan the program, we calculate the number of deferred restricted common unitsDRUs to be issued to the participating executives based on the carried interest generated by the investment pool composed of the portfolio investments acquired during the calendar year by any of our carry funds. On a semi-annual basis, based on the amount of carried interest distributed during that period (less any funds escrowed to secure clawbackgiveback obligations during that period) in the investment pool and the participating executive’s participation percentage, we will calculate a number of deferred restricted common unitsDRUs to be granted to such executive for that period by reference to that executive’s interest in the investment pool for that period divided by the fair market value of our common units on the relevant grant date. The grant of such deferred restricted common unitsDRUs is anticipated to be made on November 1 of each year for carry distributed during the first and second quarters of the calendar year and on May 1 of the following year for carry distributed during the third and fourth quarters of the calendar year, subject in each case to a minimum grant threshold value of $100,000 for each six-month period. Each deferred restricted common unitDRU grant will vest six months from the grant date.
Mr. Cavanagh,Youngkin received participation percentages in the KEIP investment pool for 2014, includes investments made during both 20132015 and 2014.2016. From time to time, additional key executives may be eligible to participate in the KEIP at our discretion. We did not grant to Mr. Cavanaghallocate any deferred restricted common units pursuant toparticipation percentages in the KEIP in November 2014, but we anticipate that we will grant to Mr. Cavanagh, onfor 2017. On May 1, 2015, deferred restricted common units with a value of $528,3082017, we granted Mr. Youngkin 6,470 DRUs, which represented his accrued but unpaid KEIP distributions in respect of carried interest generated from the KEIP program’s inception through December 31, 2014. Mr. Cavanagh’s participation percentage for each of the 2014, 2015 and 2016 KEIP investment pools is 0.5%.as of December 31, 2016. These DRUs vested on November 1, 2017. We anticipate that in May 2018, Mr. Cavanagh’s participation percentage forYoungkin will be granted DRUs with a value equivalent to $120,646, which represents his accrued but unpaid KEIP distributions in the 2014, 2015 and 2016 is guaranteed. Subsequent to 2016, his participation percentage will be determined in our discretion. Mr. Youngkin’s participation percentage for the 2014 and 2015 KEIP investment pools is 0.5%. Mr. Youngkin’s 2015 participation percentage was determined in our discretion.as of December 31, 2017.
Other Equity Grants.
Carlyle Holdings Partnership Units. At the time of the initial public offering, our pre-IPO owners contributed to the Carlyle Holdings partnerships equity interests in our business in exchange for partnership units of Carlyle Holdings. All of the Carlyle Holdings partnership units received by our founders as part of the reorganization were fully vested upon receipt. SomeA portion of the Carlyle Holdings partnership units received by employees other than our founders in exchange for their contribution of interests in the Parent Entities and other interests however, are subject to vesting, as are certain additional Carlyle Holdings partnership units we have issued subsequent to our IPO in connection with certain acquisitions. Accordingly, we recognize expense for financial statement reporting purposes in respectAs of December 31, 2017, of the unvestedportion of the Carlyle Holdings partnership units that are subject to vesting, only one tranche, representing one sixth of the Carlyle Holdings partnership units subject to vesting, remains unvested and deferred restricted common units received by our personnel, including the named executive officers.will vest on May 2, 2018.
Bonus Holdback DRU Grants. As part of the annual bonuses forawarded to our named executive officers (other than the founders, who diddo not receive bonuses, and Messrs. Lee and Cavanagh, who received largely guaranteed bonuses in cash pursuant to their respective employment agreements) for services provided in 2014,bonuses), we decided to paypaid a portion of such bonuses in deferred restricted common units thatBonus Holdback DRUs. On February 1, 2017, Messrs. Buser, Youngkin and Ferguson each were granted in February 2015.7,559, 8,721 and 7,559 Bonus Holdback DRUs, respectively. These grants of deferred restricted common units representBonus Holdback DRUs represented 10% of the total bonus amount awarded to each person andrespective named executive officer for services provided in 2016. These Bonus Holdback DRUs will vest on August 1, 2018, 18 months after the grant date of February 1, 2015.date. These deferred restricted common units will be includedBonus Holdback DRUs are reflected as stock awards for 2017 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2017 table.
On February 1, 2018, Messrs. Buser, Youngkin and Ferguson each were granted 5,803 Bonus Holdback DRUs. These Bonus Holdback DRUs represented 10% of the total bonus amount awarded to each respective named executive officer for services provided in 2017. These Bonus Holdback DRUs will be reflected as stock awards for 2018 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2018 table in our Form 10-K for the year-ended December 31, 2015.2018. Because the value of these deferred restricted common unitsBonus Holdback DRUs is directly tied to the performance of the Partnership, we believe this fosters a strong alignment of interests amongbetween our named executive officers and our unitholders. On February 1, 2014, we granted to Mr. Lee 592,691 deferred restricted common units pursuant to the terms of our employment agreement with him. One-sixth of these deferred restricted common units vested on each of May 1, 2014 and February 1, 2015 and the remaining deferred restricted common units will vest in equal installments over a four year period commencing with the next vesting on February 1, 2016. On August 1, 2014, we granted to Mr. Cavanagh 994,392 deferred restricted common units pursuant to the terms of our employment agreement with him. Of the 994,392 deferred restricted common units, 60,976 vest in equal installments over a period of five years from the grant date and 933,416, which were granted as make-whole consideration for equity interests or other compensatory amounts that Mr. Cavanagh forfeited upon his departure from his prior employer, will vest over three years, with one-third of such amount previously vesting on February 1, 2015 and one-third vesting on each of the second and third anniversaries of the grant date.
Annual Discretionary DRU Grants. As part of our year-end compensation program, on February 1, 20152017, we awarded deferred restricted commondiscretionary DRU grants to various employeesMessrs. Buser and Ferguson, based on their 2016 performance, leadership, overall responsibilities and expected future contribution to the firm’s success. The size of each DRU grant was determinedapproved by all threeour Equity Plan Administrator, which for 2016 was comprised of our three founders. These grants are subject to a series of different vesting schedules. Each of our named executive officers, other than our founders,On February 1, 2017, Mr. Cavanagh (whoBuser received a grant of $2 million deferred restricted common units174,194 DRUs and Mr. Ferguson received a grant of 96,775 DRUs. These DRU grants vest 40% on FebruaryAugust 1, 2015 pursuant to the terms of his employment agreement)2018, 30% on August 1, 2019 and Ms. Friedman (who resigned in May 2014), received grants ranging in amounts equivalent to $1 to $2 million based30% on the fair market value of our common units on the grant date.August 1, 2020. These deferred restricted common units will be includedDRUs are reflected as stock awards for 2017 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2017 table.
As part of our year-end compensation program, on February 1, 2018, we awarded discretionary DRU grants to Messrs. Youngkin, Buser and Ferguson based on their 2017 performance, leadership, overall responsibilities and expected future contribution to the firm's success. The size of each grant was approved by our Equity Plan Administrator, which for 2017 was comprised of our three founders.
Time-Vested DRU Grants. On February 1, 2018, Mr. Youngkin received a grant of 100,000 time-vesting DRUs, Mr. Buser received a grant of 113,379 time-vesting DRUs and Mr. Ferguson received a grant of 68,028 time-vesting DRUs. These time-vesting DRU grants vest 40% on August 1, 2019, 30% on August 1, 2020 and 30% on August 1, 2021. Mr. Youngkin received this grant due to his overall leadership role, including in evaluating new products and business strategies and in investor outreach, and his operational oversight of our business on a global basis. Mr. Buser received this grant due to his strong performance during 2017 as our Chief Financial Officer, including his oversight of our accounting, finance and treasury functions and his leadership role in managing our preferred unit offering that closed in September 2017, driving and overseeing the development of new or improved processes to further enhance the capabilities of our investor services teams and maintaining disciplined cost control management and accountability for meeting or exceeding our firm operating budget across our global business. Mr. Ferguson received this grant due to his oversight of our global legal and compliance team, his role in managing our litigation and his efforts to address legal and regulatory considerations applicable to our
investment advisory business and to our firm as a public company, including his role in the successful resolution of certain historical legacy liabilities. These DRUs will be reflected as stock awards for 2018 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2018 table in our Form 10-K for the year-ended December 31, 2015.2018.
Performance DRU Grants. On February 6, 2018, Mr. Buser received a performance-vesting DRU award with respect to a target of 45,352 performance-vesting DRUs. Mr. Buser will have the opportunity to earn between 0% and 200% of the target amount of performance-vesting DRUs based on the level of achievement against the performance targets, subject to Mr. Buser's continued employment by the Partnership. Mr. Buser's performance-vesting DRUs will vest subject to the Partnership's achievement of the same performance targets and weighting as is applicable to our Co-CEOs which are described above under "—Appointment of New Co-Chief Executive Officers and Directors." Mr. Buser received this DRU grant due to his strong performance during 2017 as our Chief Financial Officer, including his oversight of our accounting, finance and treasury functions and his leadership role in managing our preferred unit offering that closed in September 2017, driving and overseeing the development of new or improved processes to further enhance the capabilities of our investor services teams and maintaining disciplined cost control management and accountability for meeting or exceeding our firm operating budget across our global business. These DRUs will be reflected as stock awards for 2018 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2018 table in our Form 10-K for the year-ended December 31, 2018.
Our founders do not receive DRU awards.
Compensation Committee Report
The board of directors of our general partner does not haveIn December 2017, we formed a compensation committee. The executive committee of the boardBoard of directorsDirectors. The compensation committee of the Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, has determined that the Compensation Discussion and Analysis should be included in this annual report.
|
| | | | |
| | | | | Anthony Welters (Chairman) |
| | | | William E. Conway, Jr. |
| | | | Daniel A. D’AnielloD'Aniello |
| | | | David M. Rubenstein |
| | | | Lawton W. Fitt |
Compensation Committee Interlocks and Insider Participation
As described above, we do not have
Executive compensation decisions for 2017 and prior years were made by our founders. In December 2017, our Board of Directors formed a compensation committee.committee consisting of Messrs. Welters (Chairman), Conway, D'Aniello and Rubenstein and Ms. Fitt. Our founders served as co-principal executive officers during 2017 and continue to serve as executive officers of the Partnership following the appointments of Messrs. Conway, D’AnielloYoungkin and Rubenstein, make all final determinations regarding executive officer compensation.Lee as our new Co-Chief Executive Officers. For a description of certain transactions between us and Messrs. Conway, D’Aniello and Rubenstein,the members of our compensation committee, see “Item 13. Certain Relationships, Related Transactions and Director Independence.”
Summary Compensation Table
The following table presents summary information concerning compensation of our named executive officers during the fiscal years ended December 31, 2014,2017, December 31, 20132016 and December 31, 2012.
Under the applicable accounting principles, for financial statement reporting purposes prior to our initial public offering in May 2012, we recorded salary and bonus payments to our senior Carlyle professionals, including our named executive officers, as distributions in respect of their equity ownership interests and not as compensation expense. However, following our initial public offering, the salary and bonus payments to our senior Carlyle professionals, including our named executive officers, are reflected as compensation expense in our financial statements.2015. For all periods presented, we have reflected these amounts in the applicable columns of the Summary Compensation Table below even though they were not recorded as compensation expense in our historical financial statements for periods prior to our initial public offering.
For those of our named executive officers who own direct carried interest allocations or allocations of incentive fees at the fund level or who participate in the equity pool program, we have reported in the All"All Other CompensationCompensation" column amounts that reflect the actual cash distributions received by our named executive officers in respect of such allocations during the relevant year. The Principal Positions referenced below are as of January 1, 2018.
| | | Name and Principal Position | Year | | Salary ($) | | Cash Bonus ($)(1) | | Stock Awards ($)(2) | | All Other Compensation ($) | | Total ($)(3) | Year | | Salary ($) | | Cash Bonus ($)(1) | | Stock Awards ($)(2) | | All Other Compensation ($) | | Total ($) |
| William E. Conway, Jr. | 2014 | | 275,000 | | — |
| | — |
| | 6,500 |
| (4) | 281,500 |
| 2017 | | 275,000 | | — |
| | — |
| | 6,750 |
| (3) | 281,750 |
|
| Founder and Co-Chief Executive Officer | 2013 | | 275,000 | | — |
| | — |
| | 6,375 |
| (4) | 281,375 |
| |
| Founder, Co-Executive Chairman and Co-Chief Investment Officer | | 2016 | | 275,000 | | — |
| | — |
| | 6,625 |
| (3) | 281,625 |
|
| (co-principal executive officer) | 2012 | | 275,000 | | — |
| | — |
| | 6,250 |
| (4) | 281,250 |
| 2015 | | 275,000 | | — |
| | — |
| | 6,625 |
| (3) | 281,625 |
|
| Daniel A. D'Aniello | 2014 | | 275,000 | | — |
| | | | 6,500 |
| (4) | 281,500 |
| 2017 | | 275,000 | | — |
| | | | 6,750 |
| (4) | 281,750 |
|
| Founder and Chairman | 2013 | | 275,000 | | — |
| | — |
| | 6,375 |
| (4) | 281,375 |
| |
| Founder and Chairman Emeritus | | 2016 | | 275,000 | | — |
| | | | 6,625 |
| (3) | 281,625 |
|
| (co-principal executive officer) | 2012 | | 275,000 | | — |
| | — |
| | 6,250 |
| (4) | 281,250 |
| 2015 | | 275,000 | | — |
| | — |
| | 6,625 |
| (3) | 281,625 |
|
| David M. Rubenstein | 2014 | | 275,000 | | — |
| | — |
| | 6,500 |
| (4) | 281,500 |
| 2017 | | 275,000 | | — |
| | — |
| | 6,750 |
| (3) | 281,750 |
|
| Founder and Co-Chief Executive Officer | 2013 | | 275,000 | | — |
| | — |
| | 6,375 |
| (4) | 281,375 |
| |
| Founder and Co-Executive Chairman | | 2016 | | 275,000 | | — |
| | — |
| | 6,625 |
| (3) | 281,625 |
|
| (co-principal executive officer) | 2012 | | 275,000 | | — |
| | — |
| | 6,250 |
| (4) | 281,250 |
| 2015 | | 275,000 | | — |
| | — |
| | 6,625 |
| (3) | 281,625 |
|
| Adena T. Friedman (5) | 2014 | | 126,923 | | — |
| | 1,791,615 |
| (6) | 3,173 |
| (4) | 1,921,711 |
| |
| Former Chief Financial Officer | 2013 | | 275,000 | | 1,518,000 |
| | — |
| | 6,375 |
| (4) | 1,799,375 |
| |
| (former principal financial officer) | 2012 | | 275,000 | | 1,725,000 |
| | — |
| | 1,023 |
| (7) | 2,001,023 |
| |
| Curtis L. Buser | 2014 | | 275,000 | | 900,000 |
| | 1,658,425 |
| | 278,505 |
| (8) | 3,111,930 |
| 2017 | | 275,000 | | 1,350,000 |
| | 2,510,672 |
| | 132,800 |
| (4) | 4,268,472 |
|
| Chief Financial Officer | | | | | | | | | 2016 | | 275,000 | | 1,170,000 |
| | 987,741 |
| | 132,892 |
| (4) | 2,565,633 |
|
| (principal financial officer) | | | | | | | | | 2015 | | 275,000 | | 1,350,000 |
| | 992,522 |
| | 247,476 |
| (4) | 2,864,998 |
|
| Michael J. Cavanagh | 2014 | | 137,500 | (9) | 5,000,000 |
| | 26,092,846 |
| | — |
| | 31,230,346 |
| |
| Co-President and Co-Chief Operating Officer | | | | | | | | | |
| Glenn A. Youngkin | 2014 | | 275,000 | | 2,700,000 |
| | 2,666,619 |
| | 14,636,834 |
| (10) | 20,278,453 |
| 2017 | | 275,000 | | 1,350,000 |
| | 246,094 |
| | 3,704,275 |
| (5) | 5,575,369 |
|
| Co-President and Co-Chief Operating Officer | 2013 | | 275,000 | | 2,112,000 |
| | — |
| | 8,173,232 |
| (10) | 10,560,232 |
| |
| Co-Chief Executive Officer | | 2016 | | 275,000 | | 1,350,000 |
| | 196,927 |
| | 3,389,484 |
| (5) | 5,211,411 |
|
| | 2012 | | 275,000 | | 2,400,000 |
| | — |
| | 14,548,028 |
| (10) | 17,223,028 |
| 2015 | | 275,000 | | 2,025,000 |
| | 2,077,513 |
| | 1,360,033 |
| (5) | 5,737,546 |
|
| Jeffrey W. Ferguson | 2014 | | 275,000 | | 1,260,000 |
| | 944,395 |
| | 1,860,733 |
| (11) | 4,340,128 |
| 2017 | | 275,000 | | 1,350,000 |
| | 1,445,387 |
| | 8,880 |
| (6) | 3,079,267 |
|
| General Counsel | | | | | | | | | 2016 | | 275,000 | | 1,170,000 |
| | 122,533 |
| | 213,395 |
| (6) | 1,780,928 |
|
| Kewsong Lee | 2014 | | 275,000 | | 2,500,000 |
| | 17,537,727 |
| | 6,500 |
| (4) | 20,319,227 |
| |
| Deputy Chief Investment Officer for Corporate Private Equity | | | | | | | | | |
| | | 2015 | | 275,000 | | 1,260,000 |
| | 1,029,524 |
| | 621,690 |
| (6) | 3,186,214 |
|
| |
(1) | For 2014,each year shown, the amount shown represents the cash portion of the year-end bonus paid in December 2014 andof that year, but excludes the portion paid in deferred restricted common unitsBonus Holdback DRUs in February 2015, withof the exception of Messrs. Cavanagh and Lee, who received their full bonus amount in cash in December 2014 as further discussed in “Compensation Discussion and Analysis—Compensation Elements—Annual Discretionary Bonuses.”following year. As part of the discretionary bonuses for services provided in 2014,2017, 2016 and 2015, each of our named executive officers (other than our founders, Ms. Friedman and Messrs. Cavanagh and Lee)founders) received 10% of his bonus in a grant of deferred restricted common units. See footnote (5) below.DRUs. |
| |
| (2) | This amount represents the grant-date fair value of deferred restricted common unitsDRUs granted in 2014,for the year shown, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the determination of grant-date fair value see Note 1614 to our consolidated financial statements included in this Annual Report on Form 10-K. |
| |
(3) | As part Amounts reported for 2017 reflect the portion of the discretionary bonuses for services provided2016 year-end bonus paid in 2014, each of our named executive officers (other than our founders, Ms. Friedman andBonus Holdback DRU awards, which were granted to Messrs. Cavanagh and Lee) received 10% of his bonus in a grant of deferred restricted common units. Mr. Buser, Mr. Youngkin and Mr. Ferguson received deferred restricted common units equivalent to a value of $100,000, $300,000 and $140,000, respectively, all of which will vest 18 months from the grant date of February 1, 2015. In addition, as part of our year-end compensation program we awarded additional deferred restricted common units to each of our named executive officers (other than our founders, Ms. Friedman and Mr. Cavanagh). Mr. Buser, Mr. Youngkin, Mr. Ferguson and Mr. Lee received deferred restricted common units on February 1, 2015 equivalent to a2017. The grant-date fair value of $1,000,000, $2,000,000, $1,000,000the Bonus Holdback DRU awards is computed in accordance with GAAP and $1,000,000, respectively,differs from the dollar amount of which 40% will vestthe portion of the 2016 year-end bonus that was held back. Amounts reported also reflect a DRU award granted to Mr. Youngkin on August 1, 2016, 30% will vest on AugustMay 1, 2017 with respect to his accrued KEIP distributions through December 31, 2016 and the remaining 30% will vest on August 1, 2018. Mr. Cavanagh received two grants of deferred restricted common units pursuantannual discretionary DRU awards that were granted to the terms of our employment agreement with him equivalent to a value of $2,000,013 as a guaranteed award that vest in equal installments over a period of five years from the grant dateMessrs. Buser and $30,616,045 as a make-whole award that vests over three years, with one-third of such amount previously vestingFerguson on February 1, 2015 and one-third vesting on each of the second and third anniversaries of the grant date.2017. |
| |
(4)(3) | This amount represents our 401(k) matching contributions. |
| |
(5) | Ms. Friedman served as our Chief Financial Officer and principal financial officer until her resignation in May 2014, at which time Mr. Buser became our Interim Chief Financial Officer and principal financial officer. In December 2014, Mr. Buser was named our Chief Financial Officer and continues to be our principal financial officer. |
| |
(6) | These deferred restricted common units were unvested and were forfeited upon Ms. Friedman’s departure following her resignation as Chief Financial Officer in May 2014. |
| |
(7) | Represents actual cash distributions received by Ms. Friedman in respect of the portion of the carried interest-related distributions received by Ms. Friedman from the former Parent Entities that were subject to forfeiture in the event Ms. Friedman were to have ceased providing services prior to the time the relevant investment in a carry fund was realized. |
| |
(8)(4) | This amount represents cash distributions of $126,050, $126,267 and $240,851 received by Mr. Buser in respect of his equity pool interestsinterest for 2017, 2016 and 2015 respectively, and also includes $6,500$6,750, $6,625, and $6,625 in 401(k) matching contributions for 2014.2017, 2016 and 2015, respectively. |
| |
(9)(5) | Mr. Cavanagh joined the firm in June 2014 and, therefore, his salary is pro-rated for his service period during 2014. |
| |
(10) | RepresentsThis amount represents actual cash distributions received by Mr. Youngkin in respect of direct carried interest allocations at the fund level of $3,697,525, $3,382,859 and the portion of the carried interest-related distributions received by Mr. Youngkin from the former Parent Entities that were subject to forfeiture$1,353,408 for 2017, 2016 and 2015, respectively; and also includes $6,750, $6,625 and $6,625 in the event Mr. Youngkin were to have ceased providing services prior to the time the relevant investment in a carry fund was realized. The amounts for 2014, 2013 and 2012 in the table also include $6,500, $6,375 and $6,250, respectively, representing 401(k) matching contributions for such periods.2017, 2016 and 2015, respectively. |
| |
(11)(6) | This amount represents actual cash distributions received by Mr. Ferguson in respect of direct carried interest allocations at the fund level of $0, $206,770 and $615,065 for 2017, 2016 and 2015, respectively. This amount also includes $6,500$6,750, $6,625 and $6,625 in 401(k) matching contributions for 2014.2017, 2016 and 2015, respectively and $2,130 received by Mr. Ferguson in respect of his equity pool interest for 2017. |
Grants of Plan-Based Awards in 2014
2017
The number of deferred restricted common unitsDRUs shown under the column heading “Stock“All Other Stock Awards: Number of Shares of Stock or Units” in the table below represents the aggregate number of unvested deferred restricted common unitsDRUs that were granted to the relevant named executive officerofficers in 2014.2017. The dollar amounts shown under the column heading “Grant Date Fair Value of Stock and Option Awards” in the table below were calculated in accordance with ASC Topic 718. For additional information regarding the determination of grant date fair value, see Note 1614 to our consolidated financial statements included in this Annual Report on Form 10-K.
| | | | | | Stock Awards(1) | | | Stock Awards(1) |
| Name | Grant Date | | All Other Stock Awards: Number of Shares of Stock or Units | | Grant Date Fair Value of Stock and Option Awards | Grant Date | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock and Option Awards |
| William E. Conway, Jr. | — |
| | — |
| | $ | — |
| — |
| | — |
| | $ | — |
|
| Daniel A. D’Aniello | — |
| | — |
| | $ | — |
| — |
| | — |
| | $ | — |
|
| David M. Rubenstein | — |
| | — |
| | $ | — |
| — |
| | — |
| | $ | — |
|
| Adena T. Friedman (2) | 2/1/2014 |
| | 63,402 |
| | $ | 1,791,615 |
| |
| Curtis L. Buser (3) | 2/1/2014 |
| | 60,042 |
| | $ | 1,658,425 |
| |
| Curtis L. Buser | | 2/1/2017 |
| | 174,194 |
| | (2) | | $ | 2,396,909 |
|
| | | 2/1/2017 |
| | 7,559 |
| | (3) | | $ | 113,763 |
|
Glenn A. Youngkin (4) | 2/1/2014 |
| | 94,457 |
| | $ | 2,666,619 |
| 2/1/2017 |
| | 8,721 |
| | (3) | | $ | 131,251 |
|
| Michael J. Cavanagh (5) | 8/1/2014 |
| | 994,392 |
| | $ | 26,092,846 |
| |
| | | 5/1/2017 |
| | 6,470 |
| | (4) | | $ | 114,843 |
|
Jeffrey W. Ferguson (6) | 2/1/2014 |
| | 33,210 |
| | $ | 944,395 |
| 2/1/2017 |
| | 96,775 |
| | (2) | | $ | 1,331,624 |
|
| Kewsong Lee (7) | 2/1/2014 |
| | 592,691 |
| | $ | 17,537,727 |
| |
| | | 2/1/2017 |
| | 7,559 |
| | (3) | | $ | 113,763 |
|
(1) The references to “stock”, “shares” or “units” in this table refer to deferred restricted common units.
(2) Ms. Friedman forfeited these 63,402 deferred restricted common units upon her resignation and departure from the firm in May 2014.
| |
| (1) | The references to “stock,” “shares” or “units” in this table refer to DRUs. |
| |
| (2) | Represents discretionary DRU grants awarded to Messrs. Buser and Ferguson. These DRU grants will vest 40% on August 1, 2018; 30% on August 1, 2019; and 30% on August 1, 2020. |
| |
| (3) | Of Mr. Buser’s 60,042 deferred restricted common units, 8,332 unitsRepresents Bonus Holdback DRUs awarded to Messrs. Buser, Youngkin and Ferguson, all of which will vest on August 1, 2015, 4,309 units vest on August 1, 2016, 4,309 units vest on August 1, 2017 and 43,092 units vest on August 1, 2019.2018. |
| |
| (4) | OfRepresents a DRU grant with respect to Mr. Youngkin’s 94,457 deferred restricted common units, 8,274 units vest on August 1, 2015, 43,092 units vest on August 1, 2017 and 43,091 units vest on August 1, 2019. |
| |
(5) | Of Mr. Cavanagh’s 994,392 deferred restricted common units, 60,976 vest in equal installments over a period of five years from the grant date and 933,416 vest over three years, with one-third of such amount vesting on February 1, 2015 and one-third vesting on each of the second and third anniversaries of the grant date. |
| |
(6) | Of Mr. Ferguson’s 33,210 deferred restricted common units 4,482 units vest on August 1, 2015, 14,364 units vest on August 1, 2017 and 14,364 units vest on August 1, 2019. |
| |
(7) | Of Mr. Lee’s 592,691 deferred restricted common units, 98,802Youngkin's accrued KEIP distributions through December 31, 2016. These DRUs vested on MayNovember 1, 2014 and 98,778 vested on February 1, 2015. The remaining 395,111 will vest in equal installments on the anniversary of the grant date over the next four years.2017. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 20142017
Terms of Deferred Restricted Common Units
In connection with our initial public offering, the firm adopted the Equity Incentive Plan, which is a source of new equity-based awards permitting us to grant to our senior Carlyle professionals, employees, directors of our general partner and consultants non-qualified options, unit appreciation rights, common units, restricted common units, deferred restricted common units, phantom restricted common units and other awards based on our common units and Carlyle Holdings partnership units. Grants under the Equity Incentive Plan are usually subject to time-based vesting and forfeiture of unvested units if an employee should cease providing services to us or our affiliates.
Vesting. For our named executive officers (other than the founders, who did not receive bonuses, and Messrs. Lee and Cavanagh, who received largely guaranteed bonuses in cash pursuant to their respective employment agreements), we paid 10% of their 2014 bonuses in deferred restricted common units granted on February 1, 2015. These deferred restricted common units vest 18 months from the grant date.
As part of our year-end compensation program, on February 1, 2015 we awarded deferred restricted common units to various employees based on their performance, leadership, overall responsibilities and expected future contribution to the firm’s success. These grants are subject to a series of different vesting schedules.
Under the terms of the KEIP, on a semi-annual basis, we will calculate a number of deferred restricted common units to be granted for that period. The grant of such deferred restricted common units is anticipated to be made on November 1 of each year for the first and second quarters of the calendar year and on May 1 of the following year for the third and fourth quarters of the calendar year. Each deferred restricted common unit grant made pursuant to the KEIP will vest six months from the grant date.
Transfer Restrictions. Employee holders of our Carlyle Holdings partnership units, including our founders and our other senior Carlyle professionals, are prohibited from transferring or exchanging any such units without our consent until the fifth anniversary of the initial public offering. However, exchanges and sales may occur prior to such time in firm-approved transactions or as part of a firm-approved plan or program.
Employment Agreements
For a discussion of thematerial provisions of the employment agreements with our named executive officers, see “Potential Payments Upon Termination or Change in Control” and “Employment Agreements with Mr. Cavanagh and Mr. Lee” below.
Outstanding Equity Awards at 2014 Fiscal-Year End
Partnership Units
Our pre-IPO owners, including certain of our named executive officers, received Carlyle Holdings partnership units in the reorganization in exchange for the contribution of their equity interests in the former Parent Entities and a portion of the equity interests they owned in certain of our operating subsidiaries. Each holder of our Carlyle Holdings partnership units who is employed by us will generally be required to hold at least 25% of such units until one year following the termination of active service with us. A holder who is our employee generally will generally forfeit all unvested Carlyle Holdings partnership units once he or she is no longer providing services. Notwithstanding the foregoing, upon the death or permanent disability of a holder of all of his or her unvested Carlyle Holdings partnership units held at that time will vest immediately. In addition, all vested and unvested Carlyle Holdings partnership units held by a holder who is employed by us will be immediately forfeited in the event his or her service is terminated for cause, or if such person materially breaches the non-solicitation provisions of the partnership agreements of the Carlyle Holdings partnership agreements.
Transfer Restrictions. As of May 2, 2017, the fifth anniversary of our initial public filing, employee holders of our Carlyle Holdings partnership units, including our founders and our other senior Carlyle professionals, are permitted to transfer or exchange any such units without our consent. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Exchange Agreement."
Equity Incentive Plan Awards
In connection with our initial public offering, the firm adopted the Equity Incentive Plan, which is a source of new equity-based awards and permits us to grant to our senior Carlyle professionals, employees, directors of our general partner and consultants non-qualified options, unit appreciation rights, common units, restricted common units, DRUs, phantom restricted common units and other awards based on our common units and Carlyle Holdings partnership units. Unvested DRUs granted
to our named executive officers under the Equity Incentive Plan generally will be forfeited upon termination of employment. For a description of the potential vesting that the named executive officers may be entitled to with respect to their DRUs in connection with a Change of Control (as defined in the Equity Incentive Plan) or certain terminations of employment see “Potential Payments upon Termination or Change in Control” below. In addition, all vested and unvested DRUs will be immediately forfeited in the event the holder is terminated for cause, or if such person materially breaches any applicable restrictive covenant. For more information regarding the DRUs granted to our named executive officers under the Equity Incentive Plan, including the vesting criteria, see the sections entitled “Key Executive Incentive Program (KEIP)” and “Other Equity Awards” above.
Outstanding Equity Awards at 2017 Fiscal-Year End
The following table provides information regarding outstanding unvested equity awards held by our named executive officers as of December 31, 2014.2017. Some of the Carlyle Holdings partnership units received by certain of our named executive officers as a part of the reorganization bywe effected prior to our named executive officersinitial public offering are subject to vesting; however, all of the Carlyle Holdings partnership units received by our founders as part of the reorganization we effected prior to our initial public offering were fully vested.vested at issuance. The dollar amounts shown under the column heading “Market Value of Shares or Units of Stock That Have Not Vested” in the table below were calculated by multiplying the number of unvested Carlyle Holdings partnership units and unvested deferred restricted common unitsDRUs held by the named executive officer by the closing market price of $27.50$22.90 per Carlyle common unit on December 31, 2014,29, 2017, the last trading day of 2014.
2017.
|
| | | | | | |
| | Stock Awards(1) |
| | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested |
| William E. Conway, Jr. | — |
| | — |
|
| Daniel A. D’Aniello | — |
| | — |
|
| David M. Rubenstein | — |
| | — |
|
| Michael J. Cavanagh (2) | 994,392 |
| | $ | 27,345,780 |
|
| Glenn A. Youngkin (3) | 2,695,256 |
| | $ | 74,119,540 |
|
| Curtis L. Buser (4) | 202,934 |
| | $ | 5,580,685 |
|
| Jeffrey W. Ferguson (5) | 377,016 |
| | $ | 10,367,940 |
|
| Adena T. Friedman (6) | — |
| | — |
|
| Kewsong Lee (7) | 493,889 |
| | $ | 13,581,948 |
|
|
| | | | | | |
| | Stock Awards(1) |
| | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) |
| William E. Conway, Jr. | | | — |
|
| Daniel A. D’Aniello | — |
| | — |
|
| David M. Rubenstein | — |
| | — |
|
| Curtis L. Buser (2) | 316,864 |
| | $ | 7,256,186 |
|
| Glenn A. Youngkin (3) | 724,824 |
| | $ | 16,598,470 |
|
| Jeffrey W. Ferguson (4) | 216,055 |
| | $ | 4,947,660 |
|
| |
| (1) | The references to “stock”,“stock,” “shares” or “units” in this table refer to Carlyle Holdings partnership units and deferred restricted common units.DRUs. |
| |
| (2) | Mr. Cavanagh’s 994,392Buser's 316,864 units are composed of 32,588 unvested Carlyle Holdings partnership units, all deferred restricted common units.of which will vest on May 2, 2018; 276,717 discretionary DRUs of which 105,097 will vest on August 1, 2018, 119,362 will vest on August 1, 2019, 52,258 will vest on August 1, 2020; and 7,559 Bonus Holdback DRUs, all of which will vest on August 1, 2018. |
| |
| (3) | Mr. Youngkin’s 2,695,256724,824 units are composed of 2,600,799650,199 unvested Carlyle Holdings partnership units, all of which will vest on May 2, 2018; 65,904 discretionary DRUs of which 22,813 will vest on August 1, 2018 and 94,457 deferred restricted common units.43,091 will vest on August 1, 2019; and 8,721 Bonus Holdback DRUs, all of which will vest on August 1, 2018. |
| |
| (4) | Mr. Buser’s 202,934Ferguson's 216,055 units are composed of 130,353 Carlyle Holdings partnership units and 72,581 deferred restricted common units. |
| |
(5) | Mr. Ferguson’s 377,016 units are composed of 343,806 Carlyle Holdings partnership units and 33,210 deferred restricted common units. |
| |
(6) | Ms. Friedman forfeited all of her85,951 unvested Carlyle Holdings partnership units, all of which will vest on May 2, 2018; 122,545 discretionary DRUs, of which 50,116 will vest on August 1, 2018; 43,397 will vest on August 1, 2019; and deferred restricted common units upon her departure in May 2014.29,032 will vest on August 1, 2020; and 7,559 Bonus Holdback DRUs, all of which will vest on August 1, 2018. |
| |
(7) | Mr. Lee’s 493,889 units are all deferred restricted common units. |
Option Exercises and Stock Vested in 20142017
OurAs we have never issued any options, our named executive officers had no option exercises during the year ended December 31, 2014.2017. Some of our named executive officers had stockequity awards vest during the year ended December 31, 2014.
2017.
|
| | | | | | |
| | Stock Awards(1) |
| | Number of Shares Acquired on Vesting | | Value Realized on Vesting (2) |
| William E. Conway, Jr. | — |
| | — |
|
| Daniel A. D’Aniello | — |
| | — |
|
| David M. Rubenstein | — |
| | — |
|
| Michael J. Cavanagh | — |
| | — |
|
| Glenn A. Youngkin | 650,200 |
| | $ | 20,819,404 |
|
| Curtis L. Buser | 38,859 |
| | $ | 1,261,758 |
|
| Jeffrey W. Ferguson | 85,952 |
| | $ | 2,752,183 |
|
| Adena T. Friedman | 88,139 |
| | $ | 2,822,211 |
|
| Kewsong Lee | 98,802 |
| | $ | 3,220,945 |
|
|
| | | | | | |
| | Stock Awards(1) |
| | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) (5) |
| William E. Conway, Jr. | — |
| | — |
|
| Daniel A. D’Aniello | — |
| | — |
|
| David M. Rubenstein | — |
| | — |
|
| Curtis L. Buser (2) | 91,533 |
| | $ | 1,787,193 |
|
| Glenn A. Youngkin (3) | 739,393 |
| | $ | 13,168,833 |
|
| Jeffrey W. Ferguson (4) | 122,186 |
| | $ | 2,245,612 |
|
| |
| (1) | The references to “stock”, “shares” or “units” in this table refer to Carlyle Holdings partnership units and Carlyle common units. |
| |
| (2) | Value based on the fair marketThe value of the units on the vesting date of May 1, 2014 for Mr. Lee and May 2, 2014 for Ms. Friedman and Messrs. Youngkin and Ferguson. For Mr. Buser the value is based on the value of 32,58932,588 Carlyle Holdings partnership units that vested on May 2, 20142017 and 6,27058,945 common units received upon the vesting of deferred restrictedDRUs on August 1, 2017. |
| |
| (3) | The value for Mr. Youngkin is based on the value of 650,200 Carlyle Holdings partnership units that vested on May 2, 2017 and 82,723 common units received upon the vesting of DRUs on FebruaryAugust 1, 2014.2017 and 6,470 common units received upon vesting of DRUs on November 1, 2017. |
| |
| (4) | The value for Mr. Ferguson is based on the value of 85,951 Carlyle Holdings partnership units that vested on May 2, 2017 and 36,235 common units received upon the vesting of DRUs on August 1, 2017. |
| |
| (5) | For both Carlyle Holdings partnership units and common units, the value realized on vesting was calculated by multiplying the number of Carlyle Holdings partnership units and the number of common units received upon vesting by the closing market price per common unit on the applicable vesting date. |
Pension Benefits for 20142017
We do not provide no pension benefits to our named executive officers.
Nonqualified Deferred Compensation for 20142017
We do not provide no defined contribution plans for the deferral of compensation on a basis that is not tax-qualified.
Potential Payments upon Termination or Change in Control
Other than Mr. Cavanagh and Mr. Lee,as described below, none of our named executive officers are not entitled to any additional payments or benefits upon termination of employment, upon a change in control of our company or upon retirement, death or disability.
IfUpon a Change of Control (as defined in the Equity Incentive Plan) or a termination of employment because of death or disability, any unvested DRUs held by any of our named executive officers will automatically be deemed vested as of immediately prior to such occurrence of such change of control or such termination of employment. Had such a change of control or such a termination of employment occurred on December 29, 2017, the last business day of 2017, each of our named executive officers would have vested in the following numbers of DRUs, having the following values based on our closing market price of $22.90 per Carlyle common unit on December 29, 2017: Messrs. Conway, D’Aniello and Rubenstein had no outstanding unvested DRUs at any time before June 30, 2017 (the third anniversaryDecember 29, 2017; Mr. Buser – 284,276 DRUs with an aggregate value of $6,509,920; Mr. Cavanagh’s commencementYoungkin – 74,625 DRUs with an aggregate value of employment),$1,708,913 and Mr. Cavanagh’sFerguson – 130,104 DRUs with an aggregate value of $2,979,382.
Co-Chief Executive Officer Employment Agreements
Severance Arrangements. The Co-Chief Executive Officer employment is terminatedagreements provide that, upon a termination of employment by hima Co-CEO for Good Reason asor by Carlyle without Cause, such termCo-CEO is entitled to receive cash severance, subject to the execution of a release and compliance with certain restrictive covenants, payable over the 12-month severance period (or, if shorter, through the end of the Term) of a monthly amount equal to annual base salary, Average Annual Bonus (as defined in Mr. Cavanagh’sthe employment agreement,agreements; the Average Annual Bonus is payable in a lump sum in the later of February 2019 or the end of the severance period if termination occurs in the first year of the Term rather than over a 12-month period) and 12-months of COBRA premiums divided by the number of months in the severance period. Upon a termination of employment by a Co-CEO for Good Reason or by Carlyle without Cause or in the case of the death or disability of a Co-CEO, such Co-CEO is also entitled to a prorated portion of his employmentannual bonus for the portion of the year of termination during which the Co-CEO was employed and, if terminated after the end of a calendar year and before payment of the annual bonus for such year, the annual bonus for the prior year. If a Co-CEO is terminated for any reason other than Cause after the end of the Term, any annual bonus payment for the fifth year of the Term that has not yet been paid will be paid.
Equity Awards. The Co-Chief Executive Officer employment agreements provide that, upon a termination of employment by a Co-CEO for Good Reason (as defined in the employment agreements) or by us without Cause as such term is(as defined in Mr. Cavanagh’sthe employment agreement, weagreements), subject to the execution of a release and compliance with certain restrictive covenants, a portion of such Co-CEO’s time-vesting and performance-vesting DRUs will pay severancevest (at target with respect to Mr. Cavanaghperformance-vesting DRUs) on the next scheduled vesting date following the date of such termination, in an amount equal to: (i) the amount that would have vested on such vesting date had such Co-CEO remained employed through such date plus (ii) if such termination occurs in the first four years of the Term, a pro rata portion of the DRUs related to the sum of (1) the base salary amounts that Mr. Cavanagh would have received from the date of his termination through the third anniversary of his employment commencement date if his employment had not terminated and (2) the excessportion of the sumyear of Mr. Cavanagh’s guaranteed bonus amounts through 2016 overtermination prior to termination (or, if such termination occurs in the bonus amounts actually paidJanuary or February prior to him forthe scheduled vesting date in such years. The aggregate severance amount paid to Mr. Cavanagh, however,year, 12 months). If such a termination occurs following a Change of Control during the Term, a Co-CEO will in no event be less than 25% of his annual base salary. If at any time on or after June 30, 2017, Mr. Cavanagh’s employment is terminated by him for Good Reason or if his employment is terminated by us without Cause, we will pay severance to Mr. Cavanaghvest in an additional year of DRUs (both time-vesting DRUs and performance-vesting DRUs (at target with respect to performance-vesting DRUs)), but in a maximum amount equalthat is not more than the total number of DRUs granted. Upon the death or disability of a Co-CEO, the time-vesting and performance-vesting DRUs that were granted to 25%such Co-CEO will vest in full (with vesting to occur at the target amount
with respect to the performance-vesting DRUs) to the extent not yet vested. Upon a termination of his annual base salary. employment of a Co-CEO for Cause, all vested and unvested time-vesting and performance-vesting DRUs of such Co-CEO will be automatically forfeited.If Mr. Cavanagh’s employmenta Co-CEO is terminated at any time for any reason he is entitled to accrued but unpaid base salary through the effective date of such termination.
If Mr. Cavanagh is terminated by us other than for Cause or if he terminates his employment with us for Good Reason, he is entitled to receive specified additional payments, includingafter the possible accelerated vesting of certain equity awards due to his role within the firm. Mr. Cavanagh also may be entitled to accelerated vesting of his equity awards in the event of a change of controlend of the firm. In addition, Mr. Cavanagh is eligibleTerm, any time-vesting or performance-vesting DRUs that are not yet vested will continue to receive a severance payment calculated with reference to his participation invest (based on actual performance for the KEIP in the event of termination of his employment for specified reasons, which severance payment, if any, will be made in common units.performance-vesting DRUs).
For the purpose of the employment agreement with Mr. Cavanagh, “Good Reason” includes (1) a material breach of the employment agreement by us; (2) a significant, sustained reduction in or adverse modification of the nature and scope of Mr. Cavanagh’s authority, duties and privileges; (3) a reduction in Mr. Cavanagh’s base salary, guaranteed bonus or the termination or reduction of any significant benefit; (4) the termination or non-renewal of any incentive or other compensation plan or program in which Mr. Cavanagh participates, if such plan or program is not replaced with a plan or program with similar potential value; (5) the relocation of Mr. Cavanagh to an office location more than 50 miles from New York, NY without his consent; (6) our failure to have Mr. Cavanagh’s employment agreement assumed in writing by any successor in interest in connection with any reorganization, merger, consolidation or other disposition of all or substantially all of our assets; (7) without Mr. Cavanagh’s consent, the appointment of any person other than Glenn Youngkin as the Chief Executive Officer or
Restrictive Covenants. The Co-Chief Executive Officer uponemployment agreements also include restrictive covenants limiting the departureCo-CEO’s ability to solicit employees of Messrs. ConwayCarlyle for 12 months following the termination of employment (but not past the occurrence of a Change of Control) or Rubenstein; but in each case only if such Good Reason hascompete with Carlyle or solicit its investors for 12 months following a termination of employment (but not been corrected or cured by us within 30 days after we have received written notice from Mr. Cavanagh of his intent to terminate his employment for Good Reason; and “Cause” includes (1) gross negligence or willful misconduct inpast the performanceearlier of the duties requiredend of Mr. Cavanagh under his employment agreement; (2) breachthe Term or the occurrence of any material provisiona Change of our employment agreement with Mr. Cavanagh; (3) Mr. Cavanagh conviction of fraud, embezzlement or any other felony or Mr. Cavanagh entering into a plea bargain or settlement admitting guilt for any felony; (4) Mr. Cavanagh being the subject of any order by the SEC for any securities violation, if such order has a material adverse effect on Mr. Cavanagh’s ability to function in his position, taking into account the services required by Mr. Cavanagh and the nature of our business.
Mr. Cavanagh isControl). The Co-CEOs are also subject to a covenant not to disclose our confidential information at any timeconfidentiality covenants and may not disclose publicly or discuss our fundraising efforts or the name of any fund vehicle that has not had a final closing with any member of the press. Mr. Cavanagh also isThe Co-CEOs and Carlyle are subject to restrictedcertain cooperation covenants includingand, during a covenant not to solicit our employees or customers during hisCo-CEOs employment term and for one yearfive years following a termination, of his employment for any reason without our prior written consent. He is also subject to a covenant not to breach any agreements, including non-solicitation agreements, with any former employer. We have also entered into an indemnification agreement with Mr. Cavanagh in the same form as that which applies to our other executive officers.
If at any time before December 31, 2015 (the second anniversary of Mr. Lee’s commencement of employment), Mr. Lee’s employment is terminated by him for Good Reason, as such term is defined in Mr. Lee’s employment agreement, or if his employment is terminated by us without Cause, as such term is defined in Mr. Lee's employment agreement, we will pay severance to Mr. Lee in an amount equal to the sum of (1) the base salary amounts that Mr. Lee would have received from the date of his termination through the second anniversary of his employment commencement date if his employment had not terminated and (2) the excess of the sum of Mr. Lee’s guaranteed bonus amounts through 2015 over the bonus amounts actually paid to him for such years. The aggregate severance amount paid to Mr. Lee, however, will in no event be less than 25% of his annual base salary. If at any time on or after December 31, 2015, Mr. Lee’s employment is terminated by him for Good Reason or if his employment is terminated by us without Cause we will pay severance to Mr. Lee in an amount equal to 25% of his annual base salary. If Mr. Lee’s employment is terminated at any time for any other reason he is entitled to accrued but unpaid base salary through the effective date of such termination.
For the purpose of the employment agreement with Mr. Lee, “Good Reason” includes (1) a material breach of the employment agreement by us or (2) a significant, sustained reduction in or adverse modification of the nature and scope of Mr. Lee’s authority, duties and privileges, in each case only if such Good Reason has not been corrected or cured by us within 30 days after we have received written notice from Mr. Lee of his intent to terminate his employment for Good Reason; and “Cause” includes (1) gross negligence or willful misconduct in the performance of the duties required of Mr. Lee under the employment agreement; (2) willful conduct that Mr. Lee knows is materially injurious to us or any of our affiliates; (3) his breach of any material provision of the employment agreement; (4) Mr. Lee’s conviction of any felony or Mr. Lee entering into a plea bargain or settlement admitting guilt for any felony; (5) Mr. Lee being the subject of any order by the SEC for any securities violation or; (6) Mr. Lee discussing our fundraising efforts or any fund vehicle that has not had a final closing of commitments with any member of the press. Mr. Lee is not entitled to any additional payments or benefits upon a change in control of our company or upon retirement, death or disability.
Mr. Lee is subject to a covenant not to disclose our confidential information at any time and may not disclose publicly or discuss our fundraising efforts or the name of any fund vehicle that has not had a final closing with any member of the press. Mr. Lee also is subject to restricted covenants, including a covenant not to solicit our employees or customers during his employment term and for one year following termination of his employment for any reason without our prior written consent. He is also subject to a covenant not to breach any agreements, including non-solicitation agreements, with any former employer.non-disparagement obligations.
Founders’ Non-Competition and Non-Solicitation Agreements
The following is a description of the material terms of the non-competition agreements we have with each of our founders.
Non-Competition. Each founder agreed that during the period he is a controlling partner (as defined in the non-competition agreement) and for the period of three years thereafter (the “Restricted Period”), he will not engage in any business or activity that is competitive with our business.
Non-Solicitation of Carlyle Employees. Each founder agreed that during the Restricted Period, he will not solicit any of our employees, or employees of our subsidiaries, to leave their employment with us or otherwise terminate or cease or materially modify their relationship with us, or employ or engage any such employee.
Non-Solicitation of Clients. In addition, during the Restricted Period, each founder will not solicit any of the investors of the funds we advise to invest in any funds or activities that are competitive with our businesses.
Confidentiality. During the Restricted Period, each founder is required to protect and only use “proprietary information” that relates to our business in accordance with strict restrictions placed by us on its use and disclosure. Each founder agreed that during the Restricted Period he will not disclose any of the proprietary information, except (1) as required by his duties on behalf of Carlyle or with our consent or (2) as required by virtue of subpoena, court or governmental agency order or as otherwise required by law or (3) to a court, mediator or arbitrator in connection with any dispute between such founder and us.
Investment Activities. During the Restricted Period, each founder has agreed that he will not pursue or otherwise seek to develop any investment opportunities under active consideration by Carlyle.
Specific Performance. In the case of any breach of the non-competition, non-solicitation, confidentiality and investment activity limitation provisions, each founder agrees that we will be entitled to seek equitable relief in the form of specific performance and injunctive relief.
Employment Agreements with Mr. Cavanagh and Mr. LeePay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total annual compensation for each of our co-principal executive officers to the median of the annual total compensation of all our employees (other than our co-principal executive officers) (the “CEO Pay Ratio”). For 2017, our co-principal executive officers were Messrs. Conway, D’Aniello and Rubenstein. Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies.
As of December 31, 2017, we employed more than 1,600 individuals, including 654 investment professionals, located in 31 offices across six continents. We have entered into an employment agreementidentified our median employee using our global employee population as of October 31, 2017. To identify our median employee, we used annual base salary and bonuses earned (guaranteed and discretionary) in
2017. Application of our consistently applied compensation measure identified eight employees with Mr. Cavanagh pursuantthe same total annual base salary and bonus earned in 2017. Therefore, in order to which he servesidentify our median employee, we calculated the annual total compensation in accordance with the requirements of the Summary Compensation Table for all eight employees and identified the two middle employees from the even-numbered group. We then selected our median employee from among the two middle employees by reviewing the components of their annual total compensation and selecting the employee whose compensation characteristics more accurately reflected the compensation of a typical employee.
For 2017, the annual total compensation for each of our co-principal executive officers was $281,750, respectively, and our median employee’s annual total compensation was $201,315. Accordingly, our CEO Pay Ratio for 2017 for each of our co-principal executive officers was 1.4:1.
Going forward, we expect that our CEO Pay Ratio will differ substantially from our 2017 CEO Pay Ratio as a result of the appointments of Messrs. Lee and Youngkin as our co-president and co-chief operating officer. The employment term is indefinite and lasts until Mr. Cavanagh’s employment is terminated pursuantnew Co-CEOs, effective January 1, 2018. While historically the annual total compensation received by our former co-principal executive officers has been limited solely to the terms of the employment agreement. Mr. Cavanagh is currently entitled to receive an annual base salary and 401(k) matching contributions in light of $275,000, which may be increased from time-to-time by us. For eachtheir unique status as founders of our firm, the calendar years 2014, 2015 and 2016, Mr. Cavanagh is entitled to a guaranteed minimum bonus of $2,725,000 per year and a signing bonus of $2,000,000 per year. For calendar years following 2016, Mr. Cavanagh will be paid bonuses at our discretion. In August 2014, we granted Mr. Cavanagh 60,976 deferred restricted common units that will vest in equal installments over five years. In addition, pursuant to his employment agreement, in February 2015 we granted deferred restricted common units to Mr. Cavanagh with a value based on the closing price per Carlyle common unit on the date of grant of approximately $2,000,000 that in equal installments over five years from the date of grant. In calendar year 2016, we will also grant to Mr. Cavanagh a number of deferred restricted common units of the Partnership that will have a value based on the closing price per Carlyle common unit on the date of grant equal to $2,000,000 that will vest in equal installments over five years from the date of grant. In August 2014, we also granted to Mr. Cavanagh 933,416 deferred restricted common units of which one-third vested on February 1, 2015 and one-third will vest on each of August 1, 2016 and August 1, 2017 as make-whole consideration for equity interests or other compensatory amounts that Mr. Cavanagh forfeited upon his departure from his prior employer.
We haveagreements entered into an employment agreement with Mr. Lee pursuant to which he serves as the Deputy Chief Investment Officerour new Co-CEOs provide for additional significant elements of our Corporate Private Equity segment. The employment term is indefinite and lasts until Mr. Lee’s employment is terminated pursuant to the terms of the employment agreement. Mr. Lee is currently entitled to receive an annual base salary of $275,000, which may be increased from time to time by us. For each of the calendar years 2014 and 2015, Mr. Lee is entitled to a guaranteed minimum bonus of $2,000,000 per year. For calendar years following 2015, Mr. Lee will be paid bonuses at our discretion.compensation.
Director Compensation in 2014
No additional remuneration is paid to our employees or advisors for service as a director or on committees of the boardBoard of directorsDirectors of our general partner. Certain of the directors of our general partner are employees or advisors to Carlyle and have received compensation or other payments in respect of their services in such capacities. See “Item 13. Certain Relationships and Related Person Transactions—Other Transactions.” In 2014,addition, each director is reimbursed for reasonable out-of-pocket expenses incurred in connection with such service.
In 2017, each director who iswas not an employee of or advisor to Carlyle received an annual cash retainer of $225,000,$225,004, $125,000 of which was paid in cash and $100,000$100,004 of which was paid in the form of a grant of DRUs on May 1, 2017. These DRUs will vest on May 1, 2018, the first anniversary of the grant date. We paid an additional $25,000 annual cash retainer to Mr. Shaw, the Chairman of the audit committee for 2017.
At the end of 2017, our Board of Directors reviewed our non-employee director compensation, which has remained unchanged since 2014, and determined it was appropriate to make a moderate increase in the annual compensation payable to non-employee directors of the Company. Beginning in 2018, each director that is not an employee of or advisor to Carlyle will receive an annual retainer of $250,000, $130,000 of which is payable in cash and $120,000 of which is payable in the form of an annual deferred restricted common units in May 2014unit award that will vest on the first anniversary of the grant date. AnIn addition and in connection with the above review, our Board of Directors also determined it was appropriate to pay our lead independent director and the Chair of our newly formed compensation and nominating & corporate governance committees the same additional $25,000 annual cash retainer wasthat is paid to the ChairmanChair of our audit committee. These changes in the Company’s non-employee director compensation policy are effective as of the Audit Committee for 2014.beginning of 2018.
Director Compensation in 2017
The following table provides the director compensation for Mr. Hance and Mr. Mathias and our non-employee directors for 2014:
2017:
| | | Name | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total |
| Jay S. Fishman | $ | 125,000 |
| | $ | 90,015 |
| | $ | 215,015 |
| |
| Lawton W. Fitt | $ | 125,000 |
| | $ | 90,015 |
| | $ | 215,015 |
| $ | 125,000 |
| | $ | 100,004 |
| | $ | 225,004 |
|
James H. Hance, Jr. (2) | $ | — |
| | $ | — |
| | $ | — |
| $ | — |
| | $ | — |
| | $ | — |
|
| Janet Hill | $ | 125,000 |
| | $ | 90,015 |
| | $ | 215,015 |
| $ | 125,000 |
| | $ | 100,004 |
| | $ | 225,004 |
|
Edward J. Mathias (2) | $ | — |
| | $ | — |
| | $ | — |
| |
Edward J. Mathias (2)(3) | | $ | — |
| | $ | — |
| | $ | — |
|
| Dr. Thomas S. Robertson | $ | 125,000 |
| | $ | 90,015 |
| | $ | 215,015 |
| $ | 125,000 |
| | $ | 100,004 |
| | $ | 225,004 |
|
| William J. Shaw | $ | 150,000 |
| | $ | 90,015 |
| | $ | 240,015 |
| $ | 150,000 |
| | $ | 100,004 |
| | $ | 250,004 |
|
| Anthony Welters | | $ | 125,000 |
| | $ | 100,004 |
| | $ | 225,004 |
|
| |
| (1) | The reference to “stock” in this table refers to deferred restricted common units.DRUs. Amounts represent the grant date fair value of stockthe DRU awards granted inon May 1, 2017 to each director who is not an employee of or advisor to the year,Partnership, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For |
compensation. For additional information regarding the computation of grant date fair value, see Note 1614 to our consolidated financial statements included in this Annual Report on Form 10-K.
| |
| (2) | As Mr. Hance is an Operating Executive and Mr. Mathias is an employee, no additional remuneration is paid to them as directors of our general partner. Mr. Hance and Mr. Mathias’ compensation is discussed in “Item 13. Certain Relationships and Related Transactions, and Director Independence.” |
| |
| (3) | Mr. Mathias resigned as a director of our general partner effective December 31, 2017. |
The following table provides information regarding outstanding unvested equity awards held by our non-employee and operating executive directors as of December 31, 2014:
2017:
| | | | Stock Awards (a) | Stock Awards (1) |
| Name | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested (b) | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested (2) |
| Jay S. Fishman | 6,098 |
| | $ | 167,695 |
| |
| Lawton W. Fitt | 6,098 |
| | $ | 167,695 |
| 5,634 |
| | $ | 129,019 |
|
| Janet Hill | 6,098 |
| | $ | 167,695 |
| 5,634 |
| | $ | 129,019 |
|
| Dr. Thomas S. Robertson | 6,098 |
| | $ | 167,695 |
| 5,634 |
| | $ | 129,019 |
|
| William J. Shaw | 6,098 |
| | $ | 167,695 |
| 5,634 |
| | $ | 129,019 |
|
| Anthony Welters | | 5,634 |
| | $ | 129,019 |
|
| |
(a)(1) | The references to “stock” or “shares” in this table refer to our deferred restricted common units.DRUs. |
| |
(b)(2) | The dollar amounts shown under this column were calculated by multiplying the number of unvested deferred restricted common unitsDRUs held by the director by the closing market price of $27.50$22.90 per Carlyle common unit on December 31, 2014,29, 2017, the last trading day of 2014.2017. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of The Carlyle Group L.P. common units and Carlyle Holdings partnership units as of February 23, 20159, 2018 by each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of The Carlyle Group L.P., each of the directors and named executive officers of our general partner and all directors and executive officers of our general partner as a group. None of the directors or executive officers of our general partner hold any preferred units of The Carlyle Group L.P. We are managed by our general partner, Carlyle Group Management L.L.C., and the limited partners of The Carlyle Group L.P. do not presently have the right to elect or remove our general partner or its directors. Accordingly, we do not believe that the common units or the preferred units are “voting securities” as such term is defined in Rule 12b-2 under the Exchange Act.
| | | | Common Units Beneficially Owned | | Carlyle Holdings Partnership Units Beneficially Owned (1) | Common Units Beneficially Owned | | Carlyle Holdings Partnership Units Beneficially Owned (1) |
| Name of Beneficial Owner (2) | Number | | % of Class | | Number | | % of Class | Number | | % of Class | | Number | | % of Class |
| William E. Conway, Jr. | — |
| | — |
| | 45,499,644 |
| | 18.1 | % | — |
| | — |
| | 44,499,644 |
| | 19.0 | % |
| Daniel A. D’Aniello (3) | — |
| | — |
| | 45,499,644 |
| | 18.1 | % | — |
| | — |
| | 44,499,644 |
| | 19.0 | % |
| David M. Rubenstein | — |
| | — |
| | 46,999,644 |
| | 18.7 | % | — |
| | — |
| | 46,999,644 |
| | 20.0 | % |
| Jay S. Fishman | 9,905 |
| | * |
| | — |
| | — |
| |
| Kewsong Lee | | 329,472 |
| | * |
| | — |
| | — |
|
| Glenn A. Youngkin (3) | | 389,293 |
| | * |
| | 5,671,088 |
| | 2.4 | % |
| Lawton W. Fitt | 9,905 |
| | * |
| | — |
| | — |
| 25,220 |
| | * |
| | — |
| | — |
|
| James H. Hance, Jr. | — |
| | — |
| | 251,380 |
| | * |
| 12,285 |
| | * |
| | 251,380 |
| | * |
|
| Janet Hill | 9,905 |
| | * |
| | — |
| | — |
| 25,220 |
| | * |
| | — |
| | — |
|
| Edward J. Mathias | — |
| | — |
| | 619,242 |
| | * |
| |
| Thomas S. Robertson | 9,905 |
| | * |
| | — |
| | — |
| 25,220 |
| | * |
| | — |
| | — |
|
| William J. Shaw | 9,905 |
| | * |
| | — |
| | — |
| 25,220 |
| | * |
| | — |
| | — |
|
| Michael J. Cavanagh | 158,582 |
| | * |
| | — |
| | — |
| |
| Glenn A. Youngkin (3) | 150,000 |
| | * |
| | 5,671,088 |
| | 2.3 | % | |
| Anthony Welters | | 33,643 |
| | * |
| | — |
| | — |
|
| Curtis L. Buser | 8,065 |
| | * |
| | 260,708 |
| | * |
| 70,334 |
| | * |
| | 260,708 |
| | * |
|
| Peter J. Clare (3) | | 18,660 |
| | * |
| | 4,611,030 |
| | 2.0 | % |
| Jeffrey W. Ferguson | — |
| | — |
| | 684,118 |
| | * |
| 31,852 |
| | * |
| | 627,816 |
| | * |
|
| Kewsong Lee | 197,580 |
| | * |
| | — |
| | — |
| |
| Adena T. Friedman (4) | — |
| | — |
| | 352,557 |
| | * |
| |
| All executive officers and directors as a group (14 persons) | 366,172 |
| | * |
| | 145,485,468 |
| | 58.0 | % | 986,419 |
| | * |
| | 147,420,954 |
| | 62.8 | % |
| |
| (1) | Subject to certain requirements and restrictions, the partnership units of Carlyle Holdings are exchangeable for common units of The Carlyle Group L.P. on a one-for-one basis (subject to the terms of the exchange agreement). A Carlyle Holdings limited partner must exchange one partnership unit in each of the three Carlyle Holdings partnerships to effect an exchange for a common unit. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Exchange Agreement.” Beneficial ownership of Carlyle Holdings partnership units reflected in this table is presented separately from the beneficial ownership of the common units of The Carlyle Group L.P. for which such partnership units may be exchanged. |
| |
| (2) | TCG Carlyle Global Partners L.L.C., an entity wholly owned by our senior Carlyle professionals, holds a special voting unit of The Carlyle Group L.P. that entitles it, on those few matters that may be submitted for a vote of the common unitholders of The Carlyle Group L.P., to participate in the vote on the same basis as the common unitholders and provides it with a number of votes that is equal to the aggregate number of vested and unvested partnership units in Carlyle Holdings held by the limited partners of Carlyle Holdings on the relevant record date. |
| |
| (3) | The Carlyle Holdings partnership units shown in the table above for the named executive officers and directors include the following units held for the benefit of family members with respect to which such person disclaims beneficial ownership: Mr. D’Aniello – 285,714 units held in a trust for which Mr. D’Aniello is the investment trustee andtrustee; Mr. Youngkin – 142,857 units held in trustsa trust for which Mr. Youngkin is the investment trustee. |
| |
(4) | Ms. Friedman served as our Chief Financial Officertrustee; and principal financial officer until her resignationMr. Clare – 273,632 units held in May 2014.a trust for which Mr. Clare is the investment trustee. |
Securities Authorized for Issuance under Equity Compensation Plans
The table set forth below provides information concerning the awards that may be issued under The Carlyle Group L.P. 2012 Equity Incentive Plan (the “Equity Incentive Plan”) as of December 31, 2014:
2017:
|
| | | | | | | | |
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | | Weighted- average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) (2) |
| Equity compensation plans approved by security holders | 18,946,369 |
| | — |
| | 24,702,807 |
|
| Equity compensation plans not approved by security holders | — |
| | — |
| | — |
|
| Total | 18,946,369 |
| | — |
| | 24,702,807 |
|
|
| | | | | | | | |
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | | Weighted- average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) (2) |
| Equity compensation plans approved by security holders | 15,470,416 |
| | — |
| | — |
|
| Equity compensation plans not approved by security holders | — |
| | — |
| | — |
|
| Total | 15,470,416 |
| | — |
| | — |
|
| |
| (1) | Reflects the outstanding number of our deferred restricted common units granted under the Equity Incentive Plan as of December 31, 2014.2017. |
| |
| (2) | The aggregate number of our common units and Carlyle Holdings partnership units covered by the Equity Incentive Plan is increased on the first day of each fiscal year during its term by a number of units equal to the positive difference, if any, of (a) 10% of the aggregate number of our common units and Carlyle Holdings partnership units outstanding on the last day of the immediately preceding fiscal year (excluding Carlyle Holdings partnership units held by The Carlyle Group L.P. or its wholly owned subsidiaries) minus (b) the aggregate number of our common units and Carlyle Holdings partnership units which were available for the issuance of future awards under the Equity Plan as of such last day (unless the administrator of the Equity Incentive Plan should decide to increase the number of our common units and Carlyle Holdings partnership units available for future grants under the plan by a lesser amount). As of January 1, 2015,2018, pursuant to this formula, 31,895,63033,491,450 units were available for issuance under the Equity Incentive Plan. We have filed a registration statement and intend to file additional registration statements on Form S-8 under the Securities Act to register common units covered by the Equity Incentive Plan (including pursuant to automatic annual increases). Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, common units registered under such registration statement will be available for sale in the open market. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reorganization
As part of the reorganization, prior to our initial public offering we effected a number of transactions as described under “Item 8. Financial Statements and Supplementary Data — Notes to the Consolidated Financial Statements — 1. Organization and Basis of Presentation — Reorganization” whereby, among other things, our senior Carlyle professionals (including our inside directors and executive officers) CalPERS and Mubadala, contributed their interests in the Parent Entities to the Carlyle Holdings partnerships, and certain of our senior Carlyle professionals and other employees (including certain of our executive officers) contributed a portion of their equity interests in the general partners of our carry funds to the Carlyle Holdings partnerships, in each case, in exchange for Carlyle Holdings partnership units. Subject to the applicable vesting and minimum retained ownership requirements and transfer restrictions, these partnership units may be exchanged for The Carlyle Group L.P. common units as described under “—Exchange Agreement” below.
Tax Receivable Agreement
Limited partners of the Carlyle Holdings partnerships, may, subject to the terms of the exchange agreement and the Carlyle Holdings partnership agreements, exchange their Carlyle Holdings partnership units for The Carlyle Group L.P.
common units on a one-for-one basis. A Carlyle Holdings limited partner must exchange one partnership unit in each of the three Carlyle Holdings partnerships to effect an exchange for a common unit. Carlyle Holdings I L.P. has made an election under Section 754 of the Code effective for each taxable year in which an exchange of partnership units for common units occurred and will do so for all future tax years in which an exchange occurs. The election has resulted in increases to the tax basis of the assets of Carlyle Holdings at the time of an exchange of partnership units and future exchanges are expected to result in similar increases in future tax years. These increases in tax basis have reduced the amount of tax that certain of our subsidiaries, including Carlyle Holdings I GP Inc., which we refer to as, together with any successors thereto, the “corporate taxpayers,” would otherwise be required to pay in current period as well as in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis was and is allocated to those capital assets. The IRS may challenge all or part of the tax basis increase and increased deductions, and a court could sustain such a challenge.
We have entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships that provides for the payment by the corporate taxpayers to such owners of 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax or foreign or franchise tax that the corporate taxpayers realize (or are deemed to realize in the case of an early termination payment by the corporate taxpayers or a change in control, as discussed below) as a result of increases in tax basis and certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of the corporate taxpayers and not of Carlyle Holdings. The corporate taxpayers expect to benefit from the remaining 15% of cash tax savings, if any, in income tax they realize. For purposes of the tax receivable agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers (calculated with certain assumptions) to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the assets of Carlyle Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of our initial public offering and will continue until all such tax benefits have been utilized or expired, unless the corporate taxpayers exercise their right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement (as described in more detail below) or the corporate taxpayers breach any of their material obligations under the tax receivable agreement in which case all obligations generally will be accelerated and due as if the corporate taxpayers had exercised their right to terminate the tax receivable agreement. We expect that as a result of the size of the increases in the tax basis of the tangible and intangible assets of Carlyle Holdings, the payments that we may make under the tax receivable agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual cash tax savings that the corporate taxpayers realize in respect of the tax attributes subject to the tax receivable agreement and/or distributions to the corporate taxpayers by Carlyle Holdings are not sufficient to permit the corporate taxpayers to make payments under the tax receivable agreement after they have paid taxes. Late payments under the tax receivable agreement generally will accrue interest at an uncapped rate equal to LIBOR plus 500 basis points. The payments under the tax receivable agreement are not conditioned upon the continued ownership of us by the limited partners of the Carlyle Holdings partnerships.
For the year ended December 31, 2017, we made payments totaling $2,673,251 pursuant to the tax receivable agreement. Those payments included $251,165 to Mr. Conway; $250,561 to Mr. D'Aniello; $0 to Mr. Rubenstein; $0 to Mr. Youngkin; $0 to Mr. Hance; $0 to Mr. Buser; $89,943 to Mr. Clare; $11,536 to Mr. Ferguson; and $10,080 to Mr. Mathias. None of our independent directors nor Mr. Lee are limited partners of the Carlyle Holdings partnerships and hence, they are not eligible to receive any payments under the tax receivable agreement.
In addition, the tax receivable agreement provides that upon certain changes of control, the corporate taxpayers’ (or their successors’) obligations with respect to exchanged or acquired units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that the corporate taxpayers would have sufficient taxable
income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement. Furthermore, the corporate taxpayers may elect to terminate the tax receivable agreement early by making an immediate payment equal to the present value of the anticipated future cash tax savings. In determining such anticipated future cash tax savings, the tax receivable agreement includes several assumptions, including (i) that any Carlyle Holdings partnership units that have not been exchanged are deemed exchanged for the market value of the common units at the time of termination, (ii) the corporate taxpayers will have sufficient taxable income in each future taxable year to fully realize all potential tax savings, (iii) the tax rates for future years will be those specified in the law as in effect at the time of termination and (iv) certain non-amortizable assets are deemed disposed of within specified time periods. In addition, the present value of such anticipated future cash tax savings are discounted at a rate equal to LIBOR plus 100 basis points.
As a result of the change in control provisions and the early termination right, the corporate taxpayers could be required to make payments under the tax receivable agreement that are greater than or less than the specified percentage of the actual cash tax savings that the corporate taxpayers realize in respect of the tax attributes subject to the tax receivable agreement. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity.
Decisions we make in the course of running our business may influence the timing and amount of payments that are received by an exchanging or selling limited partner of the Carlyle Holdings partnerships under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction generally will accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability of a limited partner of the Carlyle Holdings partnerships without giving rise to any rights of a limited partner of the Carlyle Holdings partnerships to receive payments under the tax receivable agreement.
Payments under the tax receivable agreement will be based on the tax reporting positions that we will determine. The corporate taxpayers will not be reimbursed for any payments previously made under the tax receivable agreement if a tax basis increase is successfully challenged by the IRS. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the corporate taxpayers’ cash tax savings.
In the event that The Carlyle Group L.P. or any of its wholly-owned subsidiaries become taxable as a corporation for U.S. federal income tax purposes, these entities will also be obligated to make payments under the tax receivable agreement on the same basis and to the same extent as the corporate taxpayers.
Registration Rights Agreements
In connection with the reorganization and initial public offering weWe have entered into a registration rights agreement with the limited partners of the Carlyle Holdings partnerships who are our personnel, including our inside directors and executive officers, pursuant to which we granted them, their affiliates and certain of their transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act common units delivered in exchange for Carlyle Holdings partnership units or common units (and other securities convertible into or exchangeable or exercisable for our common units) otherwise held by them. Under the registration rights agreement, we agreed to register the exchange of Carlyle Holdings partnership units for common units by the limited partners of the Carlyle Holdings partnerships, including certain of our directors and officers. In addition, TCG Carlyle Global Partners L.L.C., an entity wholly-owned by our senior Carlyle professionals, has the right to request that we register the sale of common units held by such persons an unlimited number of times and may require us to make available shelf registration statements permitting sales of common units into the market from time to time over an extended period. In addition, TCG Carlyle Global Partners L.L.C. has the ability to exercise certain piggyback registration rights in respect of common units held by our pre-IPO owners in connection with registered offerings requested by other registration rights holders or initiated by us.
In addition, in accordance with the terms of the subscription agreementsagreement which govern their respective investmentsgoverns its investment in our business, we entered into separatea registration rights agreements with CalPERS and Mubadala. During 2013, pursuant to the terms of the registration rights agreement we entered into with CalPERS, we registered an offering whereby CalPERS sold substantially all of its units in the Partnership which CalPERS had received in connection with our reorganization.
Carlyle Holdings Partnership Agreements
The Carlyle Group L.P. is a holding partnership and, through wholly owned subsidiaries, holds equity interests in Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P., which we refer to collectively as “Carlyle
Holdings.” Wholly owned subsidiaries of The Carlyle Group L.P. are the sole general partner of each of the three Carlyle Holdings partnerships. Accordingly, The Carlyle Group L.P. operates and controls all of the business and affairs of Carlyle Holdings and, through Carlyle Holdings and its operating entity subsidiaries, conducts our business. Through its wholly owned subsidiaries, The Carlyle Group L.P. has unilateral control over all of the affairs and decision making of Carlyle Holdings. Furthermore, the wholly owned subsidiaries of The Carlyle Group L.P. cannot be removed as the general partners of the Carlyle Holdings partnerships without their approval. Because our general partner, Carlyle Group Management L.L.C., operates and controls the business of The Carlyle Group L.P., the boardBoard of directorsDirectors and officers of our general partner are responsible for all operational and administrative decisions of Carlyle Holdings and the day-to-day management of Carlyle Holdings’ business.
Pursuant to the partnership agreements of the Carlyle Holdings partnerships, the wholly owned subsidiaries of The Carlyle Group L.P. which are the general partners of those partnerships, have the right to determine when distributions will be made to the partners of Carlyle Holdings and the amount of any such distributions. If a distribution is authorized, such
distribution will be made to the partners of Carlyle Holdings pro rata in accordance with the percentages of their respective partnership interests.
Each of the Carlyle Holdings partnerships has an identical number of partnership units outstanding, and we use the terms “Carlyle Holdings partnership unit” or “partnership unit in/of Carlyle Holdings” to refer, collectively, to a partnership unit in each of the Carlyle Holdings partnerships. The holders of partnership units in Carlyle Holdings, including The Carlyle Group L.P.’s wholly owned subsidiaries, incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Carlyle Holdings. Net profits and net losses of Carlyle Holdings generally will be allocated to its partners (including The Carlyle Group L.P.’s wholly owned subsidiaries) pro rata in accordance with the percentages of their respective partnership interests. The partnership agreements of the Carlyle Holdings partnerships provide for cash distributions, which we refer to as “tax distributions,” to the partners of such partnerships if the wholly owned subsidiaries of The Carlyle Group L.P. which are the general partners of the Carlyle Holdings partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, these tax distributions are computed based on our estimate of the net taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income). Tax distributions are made only to the extent all distributions from such partnerships for the relevant year are insufficient to cover such tax liabilities.
All of the Carlyle Holdings partnership units received by our founders as part of the reorganization we undertook at the time of our initial public offering are fully vested. All of the Carlyle Holdings partnership units received by our other employees in exchange for their interests in carried interest owned at the fund level relating to investments made by our carry funds prior to the date of the reorganization are fully vested. Of the outstanding Carlyle Holdings partnership units, excluding those held by Messrs. D’Aniello, Conway, Rubenstein and by Mubadala, 60% are fully vested and 40% are unvested as of December 31, 2014. The unvested Carlyle Holdings units generally will vest in equal installments over the next 4 years on each anniversary of our initial public offering.
The partnership agreements of the Carlyle Holdings partnerships contain non-solicitation provisions that provide that during the term of his or her employment and for a period of one year after the effective date of his or her withdrawal, resignation or expulsion, each pre-IPO ownerlimited partner of the Carlyle Holdings partnerships that is employed by us shall not, directly or indirectly, whether alone or in concert with other persons, solicit any person employed by us or our affiliates to abandon such employment, hire any person who is, or within the prior year was, employed by us or solicit any Carlyle fund investor for the purpose of obtaining funds or inducing such fund investor to make an investment which is sponsored or promoted by such person.
The partnership agreements of the Carlyle Holdings partnerships also provide that substantially all of our expenses, including substantially all expenses solely incurred by or attributable to The Carlyle Group L.P. such as expenses incurred in connection with our initial public offering but not including obligations incurred under the tax receivable agreement by The Carlyle Group L.P. or its wholly owned subsidiaries, income tax expenses of The Carlyle Group L.P. or its wholly owned subsidiaries and payments on indebtedness incurred by The Carlyle Group L.P. or its wholly owned subsidiaries, are borne by Carlyle Holdings.
On September 13, 2017, in connection with the issuance of the Series A Preferred Units, the limited partnership agreements of the Carlyle Holdings partnerships were amended to provide for preferred units with economic terms designed to mirror those of the Series A Preferred Units, which we refer to as the Mirror Units. The Carlyle Group L.P., directly or through its wholly owned subsidiaries, holds all of the issued and outstanding Mirror Units.
Exchange Agreement
We have entered into an exchange agreement with the limited partners of the Carlyle Holdings partnerships, including persons who have received Carlyle Holdings partnership units subsequent to the reorganization effected in connection with our initial public offering.partnerships. Under the exchange agreement, subject to thewhich includes applicable remaining vesting and minimum retained ownership requirements and other applicable transfer restrictions, each such holder and certain transferees of Carlyle Holdings partnership units (and certain transferees thereof)
may up to four times a year (subject to the terms of the exchange agreement), exchange these partnership units for The Carlyle Group L.P. common units on a one-for-one basis up to four times per year, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. Following such exchanges, the common units typically will be immediately sold.
As of December 31, 2017, limited partners of the Carlyle Holdings partnerships owned an aggregate of 234,813,858 Carlyle Holdings partnership units (including the Holdings Units held by Mubadala). All of the Carlyle Holdings partnership units held by our founders and Mubadala are fully vested. Of the outstanding Carlyle Holdings partnership units held by our other senior Carlyle professionals, 89% are vested and 11% are unvested as of December 31, 2017. The remaining unvested Carlyle Holdings units generally will vest in one remaining installment on May 2, 2018. Commencing in the second quarter of 2017, senior Carlyle professionals were able to exchange their Carlyle Holdings partnership units for common units on a quarterly basis, subject to the terms of the Exchange Agreement. We facilitate an orderly exchange process to seek to minimize the impact on the trading price of our common units.
In addition, Mubadala is generally entitled to exchange Carlyle Holdings partnerships units for common units at any time. Under the exchange agreement, to effect an exchange a holder of partnership units in Carlyle Holdings must simultaneously exchange one partnership unit in each of the Carlyle Holdings partnerships. The Carlyle Group L.P. will hold, through wholly owned subsidiaries, a number of Carlyle Holdings partnership units equal to the number of common units that The Carlyle Group L.P. has issued. As a holder exchanges its Carlyle Holdings partnership units, The Carlyle Group L.P.’s indirect interest in the Carlyle Holdings partnerships will be correspondingly increased. The Carlyle Group L.P. common units received upon such an exchange would be subject to all restrictions, if any, applicable to the exchanged Carlyle Holdings partnership units, including minimum retained ownership requirements, vesting requirements and transfer restrictions.
Firm Use of Our Founders’Executive Officers' Private Aircraft
In the normal course of business, our personnel have made use of aircraft owned by entities controlled by Messrs. Conway, D’Aniello, Rubenstein and Rubenstein.Lee. Messrs. Conway, D’Aniello, Rubenstein and RubensteinLee paid for their purchases of the aircraft and bear all operating, personnel and maintenance costs associated with their operation for personal use. Payment by us for the business use of these aircraft by Messrs. Conway, D’Aniello, Rubenstein and RubensteinLee and other of our personnel is made at market rates, which during 20142017 totaled $4,365$8,700 for Mr. Conway, $80,115$232,065 for Mr. D’Aniello, and $392,865$436,385 for Mr. Rubenstein. Consistent with the terms of our agreement with the entity controlled byRubenstein and $66,499 for Mr. Conway, in 2014 we received a payment of $20,340 from the entity controlled by Mr. Conway to adjust the estimated annualized costs of operating his aircraft in 2013 to the actual costs incurred.Lee. We also made payments for services and supplies relating to business use flight operations to managers of the airplanesaircrafts of Messrs. D’Aniello, Conway, Rubenstein and Rubenstein,Lee, which during 20142017 aggregated $506,545$470,886 in the case of Mr. Conway’s airplane, $721,780aircraft, $972,397 in the case of Mr. D’Aniello’s airplane and $3,220,795aircraft, $2,897,308 in the case of Mr. Rubenstein’s airplane. Certainaircraft and $178,613 in the case of these services were performed by one of our portfolio companies, Landmark Aviation.Mr. Lee's aircraft. Consistent with the terms of our agreement with Landmark Aviation,a third party administrator (the "Aircraft Administrator"), in 20142017, we received a payment of $87,318payments from Landmark Aviationand made payments to the Aircraft Administrator to adjust the estimated annualizedannual costs of operating the aircraft related to 2016 flight operations. In 2017, we made payments to the Aircraft Administrator in the amount of $18,170 related to Mr. Conway's aircraft, and received payments from the Aircraft Administrator in 2013the amounts of $65,606 and $73,182 related to the actual costs incurred.Mr. D'Aniello's and Mr. Rubenstein's aircraft, respectively.
Investments In and Alongside Carlyle Funds
Our directors and executive officers are permitted to co-invest their own capital in and alongside our carryinvestment funds. The opportunity to invest in and alongside our investment funds is also available to all of our senior Carlyle professionals and to those of our employees whom we have determined have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. We encourage our eligible professionals to do soinvest in and alongside our investment funds because we believe that such investing in and alongside our funds further aligns the interests of our professionals with those of our fund investors and with our own. firm. Our directors and officers may also purchase outstanding interests in our investment funds, whereupon the interests may no longer be subject to management fees or carried interest in some cases.
Co-investments are investments in investment vehicles or other assets on the same terms and conditions as those available to the applicable fund, except that these co-investments generally are not subject to management fees, incentive fees or carried interest. These investmentsco-investments are funded with our professionals’ own “after tax” cash and not with deferral of management or incentive fees. Co-investors are responsible for their pro-rata share of partnership and other general and administrative fees and expenses. In addition, our directors and executive officers are permitted to invest their own capital directly in investment funds we advise, in most instances not subject to management fees, incentive fees or carried interest. In 2014 alone, our founders (and their family members and investment vehicles) invested an aggregate of approximately $506 million in and alongside our funds. We intend to continue our co-investment program and we expect that our eligible professionals, including our senior Carlyle professionals and our executive officers and directors collectively will continue to invest significant amounts of their own capital in and alongside the investment funds that we advise or manage.
Certain members of the boardBoard of directorsDirectors of our general partner are employees of Carlyle (Messrs. Conway, D’Aniello, Rubenstein, Lee, Youngkin and Mathias)Clare) and one member of the boardBoard of directorsDirectors of our general partner is an operating executive of Carlyle (Mr. Hance) and each also own investments in and alongside our investment funds. The amount invested in and alongside our investment funds during 20142017 by certain of our directors and by our executive officers (and their family members and investment vehicles), including amounts funded pursuant to third party capital commitments assumed by such persons, was $233,152,583$161,847,726 for Mr. Conway, $143,439,541Conway; $123,535,882 for Mr. D’Aniello, $129,719,369D’Aniello; $120,123,945 for Mr. Rubenstein, $1,090,284Rubenstein; $4,576,722 for Mr. Fishman, $761,305Lee; $17,774,580 for Mr. Hance, $337,270Youngkin; $987,669 for Mr. Mathias, $78,000Hance; $600,546 for Mr. Shaw, $490,321Shaw; $1,947,335 for Mr. Buser, $305,924Welters; $681,986 for Mr. Cavanagh, $714,971Buser; $24,686,514 for Mr. Ferguson, $20,080,801Clare; $804,499 for Mr. Youngkin, $2,840,447Ferguson; and $28,925 for Mr. Lee and $997,465 forMathias. None of Ms. Friedman. The amount of distributions, including profits and return of capital, to certain of our directors and executive officers (and their family members and investment vehicles) during 2014Fitt, Ms. Hill or Mr. Robertson made any co-investments in respect of previous investments was $247,699,316 for Mr. Conway, $133,823,834 for Mr. D’Aniello, $132,323,512 for Mr. Rubenstein, $0 for Mr. Fishman, $1,795,017 for Mr. Hance, $449,098 for Mr. Mathias, $2,688 for Mr. Shaw, $333,958 for Mr. Buser, $379 for Mr. Cavanagh, $1,034,187 for Mr. Ferguson, $20,500,360 for Mr. Youngkin, $15,596 for Mr. Lee and $487,865 for Ms. Friedman.
2017.
Certain of our directors and our executive officers (and their family members and investment vehicles) also made additional commitments to our investment funds during 2014.2017. In the aggregate, our directors and executive officers (and their family members and investment vehicles) made commitments to new carry funds and additional commitments to our open-end
investment funds during 20142017 of approximately $435$752.4 million, and the total unfunded commitmentcommitments of our directors and executive officers (and their family members and investment vehicles) to our investment funds as of December 31, 20142017 was $301,313,499$291,888,653 for Mr. Conway, $269,327,259Conway; $271,593,388 for
Mr. D’Aniello; $291,147,571 for Mr. D’Aniello, $279,866,108Rubenstein; $13,632,202 for Mr. Rubenstein, $1,412,950Lee; $65,748,239 for Mr. Fishman, $3,036,567Youngkin; $3,553,074 for Mr. Hance, $244,864Hance; $2,489,327 for Mr. Mathias, $1,166,166Shaw; $24,272,617 for Mr. Shaw, $1,543,278Welters; $2,794,298 for Mr. Buser, $7,729,685Buser; $70,583,251 for Mr. Cavanagh, $2,231,454Clare; $2,105,645 for Mr. Ferguson $56,597,704and $105,039 for Mr. Youngkin, $5,702,651 forMathias. None of Ms. Fitt, Ms. Hill or Mr. Lee and $3,030,602 for Ms. Friedman. The opportunityRobertson has any unfunded commitments to invest in and alongside our funds is available to all of our senior Carlyle professionals and to those of our employees whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. Our directors and officers may also purchase outstanding interests in our investment funds whereupon the interests may no longer be subject to management fees or carried interest in some cases.
as of December 31, 2017.
Other Transactions
Mr. Hance, a member of the boardBoard of directorsDirectors of our general partner, is an Operating Executive of Carlyle and received, for the year ended December 31, 2014,2017, an operating executive fee in respect of his service in such capacity of $250,000 and, on May 1, 2014,2017, a grant of 3,0685,634 deferred restricted common units. Mr. Hance was also previously allocated direct carried interest ownership at the fund level in respect of certain corporate private equity funds. For the year ended December 31, 2014,2017, Mr. Hance received distributions of $10,500$7,241 in respect of such carried interest.
Mr. Mathias, who resigned as a member of the boardBoard of directorsDirectors of our general partner on December 31, 2017, is a Managing Director of Carlyle and received, for the year ended December 31, 2014,2017, total cash compensation in respect of his service in such capacity of $1,212,565.$865,381. Mr. Mathias received a salary of $250,000. Of Mr. Mathias' $600,000Mathias’ $500,000 discretionary bonus, $540,000$450,000 was paid in cash and the balance was mandatorily granted in deferred restricted common units in February 2015.2018. These deferred restricted common units will vest on August 1, 2016.2019. Mr. Mathias was also previously allocated interests in the firm’s equity pool, as well as direct carried interest ownership at the fund level in respect of certain corporate private equity funds. For the year ended December 31, 2014,2017, Mr. Mathias received distributions of $422,565$2,130 in respect of such equity pool and of $163,251 in respect of such carried interest.
Statement of Policy Regarding Transactions with Related Persons
The boardBoard of directorsDirectors of our general partner has adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to the General Counsel of our general partner any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our conflictconflicts committee or another independent body of the boardBoard of directorsDirectors of our general partner. No related person transaction will be executed without the approval or ratification of our conflictconflicts committee or another independent body of the boardBoard of directorsDirectors of our general partner. It is our policy that directors interested in a related person transaction will recuse themselves from any vote of a related person transaction in which they have an interest.
Indemnification of Directors and Officers
Under our partnership agreement we generally will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts on an after tax basis: our general partner, any departing general partner, any person who is or was a tax matters partner, officer or director of our general partner or any departing general partner, any officer or director of our general partner or any departing general partner who is or was serving at the request of our general partner or any departing general partner as an officer, director, employee, member, partner, tax matters partner, agent, fiduciary or trustee of another person, any person who is named in this Annual Report on Form 10-K as being or about to become a director or a person performing similar functions of our general partner and any person our general partner in its sole discretion designates as an “indemnitee” for purposes of our partnership agreement. We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We have also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of our assets. The general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable it to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our partnership agreement.
In addition, we have entered into indemnification arrangements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense
advancement and reimbursement, to the fullest extent permitted by applicable law. We also indemnify such persons to the extent they serve at our request as directors, officers, employees or other agents of any other entity, such as an investment vehicle advised by us or its portfolio companies.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table summarizes the aggregate fees for professional services provided by Ernst & Young LLP (“Ernst & Young”) for the years ended December 31, 20142017 and 20132016 (dollars in millions):
| | | | Year Ended December 31, 2014 | Year Ended December 31, 2017 |
| | Carlyle | | | | Carlyle Funds | | | | Total | Carlyle | | | | Carlyle Funds | | | | Total |
| Audit Fees | $ | 5.8 |
| | (a) | | $ | 12.8 |
| | (d) | | $ | 18.6 |
| $ | 5.9 |
| | (a) | | $ | 13.9 |
| | (d) | | $ | 19.8 |
|
| Audit-Related Fees | $ | 0.1 |
| | (b) | | $ | 9.9 |
| | (e) | | $ | 10.0 |
| $ | 1.9 |
| | (b) | | $ | 12.4 |
| | (e) | | $ | 14.3 |
|
| Tax Fees | $ | 0.5 |
| | (c) | | $ | 0.4 |
| | (d) | | $ | 0.9 |
| $ | 1.0 |
| | (c) | | $ | 0.3 |
| | (d) | | $ | 1.3 |
|
| All Other Fees | $ | — |
| | | | $ | — |
| | | | $ | — |
| $ | — |
| | | | $ | — |
| | | | $ | — |
|
| Total | $ | 6.4 |
| | | | $ | 23.1 |
| | | | $ | 29.5 |
| $ | 8.8 |
| | | | $ | 26.6 |
| | | | $ | 35.4 |
|
| | Year Ended December 31, 2013 | Year Ended December 31, 2016 |
| | Carlyle | | | | Carlyle Funds | | | | Total | Carlyle | | | | Carlyle Funds | | | | Total |
| Audit Fees | $ | 5.8 |
| | (a) | | $ | 11.5 |
| | (d) | | $ | 17.3 |
| $ | 6.2 |
| | (a) | | $ | 13.4 |
| | (d) | | $ | 19.6 |
|
| Audit-Related Fees | $ | 0.7 |
| | (b) | | $ | 9.5 |
| | (e) | | $ | 10.2 |
| $ | 0.1 |
| | (b) | | $ | 10.1 |
| | (e) | | $ | 10.2 |
|
| Tax Fees | $ | 2.4 |
| | (c) | | $ | 5.4 |
| | (d) | | $ | 7.8 |
| $ | 0.7 |
| | (c) | | $ | 0.8 |
| | (d) | | $ | 1.5 |
|
| All Other Fees | $ | — |
| | | | $ | — |
| | | | $ | — |
| $ | — |
| | | | $ | — |
| | | | $ | — |
|
| Total | $ | 8.9 |
| | | | $ | 26.4 |
| | | | $ | 35.3 |
| $ | 7.0 |
| | | | $ | 24.3 |
| | | | $ | 31.3 |
|
| |
| (a) | Audit Fees consisted of fees for (1) the audits of our consolidated financial statements included in this Annual Report on Form 10-K and our internal controls over financial reporting, and services required by statute or regulation; (2) reviews of interim condensed consolidated financial statements included in our quarterly reports on Form 10-Q; (3) comfort letters, consents and other services related to SEC and other regulatory filings. This also includes fees for accounting consultation billed as audit services. |
| |
| (b) | Audit-Related Fees consisted of due diligence in connection with acquisitions, and other audit and attest services not required by statute or regulation. |
| |
| (c) | Tax Fees consisted of fees for services rendered for tax compliance and tax planning and advisory services. We also use other accounting firms to provide these services. Fees for tax compliance services were approximately $46 thousand$0.4 million and $1.7 million$0 for the years ended December 31, 20142017 and 2013,2016, respectively. |
| |
| (d) | Ernst & Young also provided audit and tax services to certain investment funds managed by Carlyle in its capacity as the general partner or investment advisor. The tax services provided consist primarily of tax compliance and tax advisory services. We also use other accounting firms to provide these services. Fees for tax compliance services were approximately $0.1 million$0 and $4.5$0.3 million for the years ended December 31, 20142017 and 2013,2016, respectively. |
| |
| (e) | Audit-Related Fees included assurance, merger and acquisition due diligence services provided in connection with contemplated investments by Carlyle-sponsored investment funds and attest services not required by statute or regulation. In addition, Ernst & Young provided audit, audit-related, tax and other services to certain Carlyle fund portfolio companies, which are approved directly by the portfolio company’s management and are not included in the amounts presented here. We also use other accounting firms to provide these services. |
Our audit committee charter, which is available on our website at www.carlyle.com under “Public Investors”, requires the audit committee to approve in advance all audit and non-audit related services to be provided by our independent registered public accounting firm in accordance with the audit and non-audit related services pre-approval policy. All services reported in the Audit, Audit-Related, and Tax categories above were approved by the audit committee.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following is a list of all exhibits filed or furnished as part of this report:
|
| | |
| | | |
Exhibit No. | | Description |
| 3.1 | | |
| | |
| 3.2 | | |
| | |
| 4.1 | | |
| | |
| 4.2 | | |
| | |
| 4.3 | | |
| | |
| 4.4 | | |
| | |
| 4.5 | | |
| | |
| 4.6 | | |
| | |
| 4.7 | | |
| | |
| 4.8 | | |
| | | |
| 10.1 | | |
| | |
| 10.2 | | |
| | |
| 10.3 | | |
|
| | |
Exhibit
No.
| | Description |
| | |
10.2 | | Amended and Restated Limited Partnership Agreement of Carlyle Holdings II L.P. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-35538) filed with the SEC on May 8, 2012). |
| |
10.3 | | Amended and Restated Limited Partnership Agreement of Carlyle Holdings III L.P. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-35538) filed with the SEC on May 8, 2012). |
| | |
| 10.4 | | Exchange Agreement, dated as of May 2, 2012, among the Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II Sub L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings III L.P. and the limited partners of each of Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings III L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35538) filed with the SEC on May 8, 2012). |
|
| | |
Exhibit No. | | Description |
| |
| 10.4.1 | | Amendment No. 1 to Exchange Agreement, dated as of November 2, 2016, among Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P., related to the Exchange Agreement, dated as of May 2, 2012, among Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II Sub L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings III L.P. and the limited partners of each of Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (incorporated by reference to Exhibit 10.4.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 011-35538) filed with the SEC on November 3, 2016). |
| | |
| 10.4.2 | | Amendment No. 2 to Exchange Agreement, dated as of September 13, 2017, among Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P., related to the Exchange Agreement, dated as of May 2, 2012, among Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II Sub L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings III L.P. and the limited partners of each of Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 011-35538) filed with the SEC on September 13, 2017).
|
| | |
| 10.5 | | |
| | |
| 10.6 | | |
| | |
| 10.7 | | Registration Rights Agreement by and among the Partnership, MDC/TCP Investments (Cayman) I, Ltd., MDC/TCP Investments (Cayman) II, Ltd., MDC/TCP Investments (Cayman) III, Ltd., MDC/TCP Investments (Cayman) IV, Ltd., MDC/TCP Investments (Cayman) V, Ltd., MDC/TCP Investments (Cayman) VI, Ltd. and Five Overseas Investment L.L.C, dated as of May 8, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-35538) filed with the SEC on May 8, 2012). |
| | |
10.810.8+ | | Reserved. |
| |
10.9+ | | |
| | |
10.1010.9+ | | |
| | |
10.1110.10+ | | |
|
| | |
Exhibit
No.
| | Description |
| | | |
10.1210.11+ | | |
| | |
10.13+ | | Amended and Restated Employment Agreement with Adena T. Friedman (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-176685) filed with the SEC on February 14, 2012). |
| |
10.1410.12 | | Note And Unit Subscription Agreement, dated as of December 16, 2010, by and among TC Group, L.L.C., TC Group Cayman, L.P., TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TCG Holdings, L.L.C., TCG Holdings Cayman, L.P., TCG Holdings II, L.P., TCG Holdings Cayman II, L.P., Fortieth Investment Company L.L.C., MDC/TCP Investments (Cayman) I, Ltd., MDC/TCP Investments (Cayman) II, Ltd., MDC/TCP Investments (Cayman) III, Ltd., MDC/TCP Investments (Cayman) IV, Ltd., MDC/TCP Investments (Cayman) V, Ltd., MDC/TCP Investments (Cayman) VI, Ltd., and Five Overseas Investment L.L.C. (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-176685) filed with the SEC on February 14, 2012). |
| | | |
10.1510.13 | | |
| | | |
10.1610.14 | | |
| | | |
10.1710.15 | | |
| | | |
|
10.18 | | |
Exhibit No. | | Description |
| | |
| 10.16 | | |
|
| | |
10.18.110.16.1 | | |
| | | |
10.1910.17 | | |
| | |
10.19.110.17.1 | | |
|
| | |
| | | |
Exhibit
No.
10.18 | | Description |
| |
10.20 | | |
| | | |
10.20.110.18.1 | | |
| | | |
10.2110.19* | |
|
| | |
| 10.20 | | |
| | | |
10.2210.21 | | |
| | | |
10.2410.22 | | Credit Agreement, dated as of December 13, 2011, among TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman, L.P., Carlyle Investment Management L.L.C., as Borrowers, TC Group, L.L.C., as Parent Guarantor, the Lenders party hereto, and Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Bookrunners, and JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, as Syndication Agents. (incorporated herein by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-176685) filed with the SEC on March 15, 2012). |
| | | |
10.24.110.22.1 | | Amendment No. 1, dated as of August 9, 2013, to the Credit Agreement, dated as of December 13, 2011, among TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman, L.P., Carlyle Investment Management L.L.C., as Borrowers, TC Group, L.L.C., the Guarantors party thereto, the Lenders party thereto, and Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Bookrunners, and JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, as Syndication Agents. (incorporated by reference to Exhibit 10.24.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35538) filed with the SEC on August 12, 2013). |
| | | |
|
10.25 | | |
Exhibit
No. | | Description |
| | |
| 10.22.2 | | Amendment No. 2, dated as of May 5, 2015, to the Credit Agreement, dated as of December 13, 2011, among TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman, L.P., Carlyle Investment Management L.L.C., as Borrowers, TC Group, L.L.C., the Guarantors party thereto, the Lenders party thereto, and Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Bookrunners, and JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, as Syndication Agents (incorporated by reference to Exhibit 10.24.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35538) filed with the SEC on May 7, 2015). |
| 10.22.3 | | Amendment No. 3, dated as of May 3, 2016, to the Credit Agreement, dated as of December 13, 2011, among TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman, L.P., Carlyle Investment Management L.L.C., as Borrowers, TC Group, L.L.C., the Guarantors party thereto, the Lenders party thereto, and Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Bookrunners, and JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, as Syndication Agents. (incorporated by reference to Exhibit 10.24.3 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-35538) filed with the SEC on May 4, 2016.) |
| | |
| 10.23 | | |
| | |
| 10.24+* | | |
| | |
| 10.25+* | | |
| | |
| 10.26+* | | |
| | |
| 10.27+ | | |
| |
10.28+* | | Employment Agreement with Michael J. Cavanagh. |
| | | |
10.29+*10.28+ | | Employment Agreement |
| | | |
10.30+*12.1* | | Key Executive Incentive Program. |
|
| | |
Exhibit
No.
| | Description |
| | |
| 21.1* | | |
| | |
| 23.1* | | |
| | |
| 31.1* | | |
| | |
| 31.2* | | Certification of the Chairman pursuant to Rule 13a – 14(a). |
| |
31.3* | | |
| | | |
31.4*31.3* | | |
| | |
| 32.1* | | |
| | |
| 32.2* | | Certification of the Chairman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
32.3* | | |
| | | |
32.4*32.3* | | |
| | |
| 99.1 | | Form of |
|
| | |
| | |
Exhibit No. | | Description |
| | |
101.INS** | | XBRL Instance Document. |
| | | |
101.SCH** | | XBRL Taxonomy Extension Schema Document. |
| | | |
101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| | | |
101.DEF** | | XBRL Taxonomy Extension Definition Linkbase Document. |
| | | |
101.LAB** | | XBRL Taxonomy Extension Labels Linkbase Document. |
| | | |
101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| |
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. |
| |
| + | Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 26, 201515, 2018
|
| | |
| The Carlyle Group L.P. |
| By: Carlyle Group Management L.L.C., its general partner |
| | |
| By: | | /s/ Curtis L. Buser |
| | | Name: Curtis L. Buser |
| | | Title: Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 26th15th day of February 2015.2018.
|
| | |
| Signature | | Title |
/s/ William E. Conway, Jr. William E. Conway, Jr. | | Co-Executive Chairman, Co-Chief ExecutiveInvestment Officer and Director (co-principal executive officer)
|
| | |
/s/ Daniel A. D’Aniello Daniel A. D’Aniello | | Chairman Emeritus and Director (co-principal executive officer)
|
| | |
/s/ David M. Rubenstein David M. Rubenstein | | Co-Executive Chairman and Director |
| |
/s/ Kewsong Lee Kewsong Lee | | Co-Chief Executive Officer and Director (co-principal executive officer) |
| | | |
/s/ Jay S. FishmanGlenn A. Youngkin Jay S. FishmanGlenn A. Youngkin
| | Co-Chief Executive Officer and Director (co-principal executive officer) |
| | |
/s/ Lawton W. Fitt Lawton W. Fitt | | Director |
| | |
/s/ James H. Hance, Jr. James H. Hance, Jr. | | Director |
| | | |
/s/ Janet Hill Janet Hill | | Director |
| |
/s/ Edward J. Mathias
Edward J. Mathias
| | Director |
| | |
/s/ Dr. Thomas S. Robertson Dr. Thomas S. Robertson | | Director |
| | |
/s/ William J. Shaw William J. Shaw | | Director |
| | |
/s/ Anthony Welters Anthony Welters | | Director |
| | |
/s/ Curtis L. Buser Curtis L. Buser | | Chief Financial Officer (principal financial officer) |
| | |
/s/ Pamela L. Bentley Pamela L. Bentley | | Chief Accounting Officer (principal accounting officer) |
| | |
/s/ Peter J. Clare Peter J. Clare | | Co-Chief Investment Officer and Director |
| | |
